Underneath It All
by fembuck
Summary: AU. After Genosha Scott takes off and Jean finds herself growing closer to the Institute's newest addition, Emma Frost, than she ever could have imagined. Jean/Emma, femslash
1. Chapter 1

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part I

Jean approached the medical bed slowly, her eyes on Emma Frost's prone body, roaming over her newly crystallized form - the secondary mutation that had saved her life, allowing her to survive the genocidal Sentinel attack on Genosha.

Jean scanned Emma again as she approached the bed, still surprised at the fact that she was able to do it at all. The same white blankness that she had sensed when they first brought Frost into the mansion was still there. Emma was in shock.

Jean reached out, her fingers jerking slightly as they encountered the warm and surprisingly malleable shimmering crystal that was Emma's skin. Lowering her fingers back over Frost's temple's she allowed her fingers a moment to become accustomed to the feeling of touching the blonde's diamond form before opening up her mind.

Slowly and gently Jean began to send warm, comforting waves into Emma's brain, massaging her thoughts tenderly trying to get the woman to relax and release her diamond form. Hank was convinced that Emma could retract the diamond skin but that because of the shock she had suffered in Genosha her mind was still was there reliving the trauma causing her body to react by keeping the protective shell in place.

Jean watched the blonde telepath's face for any sign of change as she continued to caressing her mind softly and was surprised at the strong pang of tenderness that hit her as she did so. Emma Frost looked impossibly young and vulnerable at the moment, despite her new mutation. Jean could make out her face and expression beneath the crystal mask and it made her heart hurt. Emma's carefully practiced haughtiness and aloof condescension were nowhere to be seen at the moment, and the lack of blue-blooded arrogance softened her features. She could see the blonde woman's lips trembling slightly as her eyes darted around beneath her closed eyelids reliving untold horrors.

Jean watched as Hank approached them, moving to stand on the other side of the bed of the bed as she continued to work on Emma's mind. As she gently projected soothing words into Emma's mind she watched as Hank carefully picked up the blonde's hand revealing soft, pale skin.

"It's working. She's slowly beginning to react the diamond covering," Hank said softly as if trying not to disturb Jean's concentration. "Keep going."

Emma started to relax more as Jean continued her efforts, the blonde's mind beginning to clear somewhat as she did. Instead of a milky fog of jumbled feelings, fuzzy memories began to open themselves up to her. She could make out Emma standing in front of a group of students gesturing to a projection screen, and then she was moving through the rows of students checking their work before moving back to the front of the room. Then Emma was gesturing with her hands making a dome-like structure in the air trying to show them how to visualize a stronger mental shield. Next she saw a small smile appear on the blonde woman's face, and felt a rush of warmth and affection from her as the memory went on and she gazed out at her students. Some were trying unsuccessfully to stifle laughter while the others were looking around the room completely bewildered as to what was so funny. Emma had been projecting various amusing images out and the children that were not forming their mental shields properly were giving themselves away by giggling.

The memory then started to fade in and out shaking and shimmering and Jean could feel the sudden tension and terror in Emma's mind. They were approaching the memory of the Sentinel attack, she was sure of it.

Jean stepped up her efforts inside of Emma's mind, trying to provide as much comfort as possible, then, after a moments hesitation had her astral form approach Emma's mind form. She then rested her hands on her shoulders before taking a deep breath and then hugging her arms around Emma. There was no reaction from the memory Emma, but she could feel a reaction in the woman lying in the bed beside her, Jean's presence soothing her somewhat as she went through the memory of the attack.

Jean's body shuddered as the images of the attack bombarded her, unconsciously squeezing the body she was holding tighter against her. The sound of the building collapsing around them was almost deafening, but it was the sound of the children screaming that pierced her ears and heart the most. She could see them trapped and running, bleeding and unmoving all around the classroom. The Emma in her arms tried to move to them but the building would lurch powerfully knocking her off balance, or huge chucks of the building would fall in her path blocking her way to them. Jean could feel her panic, could feel her thoughts of trying to get over to a few of the children, that if she could shield them with her body she might be able to save some them.

And then it all went black.

"Jean! Jean!"

Jean blinked trying to focus her eyes. She could make out a blurry blue form in front of her and knew that it was Hank calling her. He sounded alarmed and she immediately looked down at Emma to see if something had gone wrong with her. She noticed that the diamond covering had almost completely retracted and made a conscious effort to continue sending comforting thoughts to the blonde when Hank called her name again still sounding concerned.

Her name, Jean thought. Why was her calling her name? She looked back over at him and found that he was still blurry and unfocused. Without thought she brought her free hand up to her face and wiped at her eyes. Her hand came away wet.

She was crying.

"I'm okay," Jean heard herself say out loud although the answer wasn't strictly true. "It's just … I saw … what she saw. It was …" she trailed off holding Hank's gaze for a moment as she tried to find a way to describe it before finally giving up.

She was about to tell him she just couldn't put it into words at the moment when she was bombarded by intense feelings of confusion, fear, desperation and a jumble of other emotions she couldn't clearly delineate.

Looking down quickly Jean's eyes immediately locked on to Emma's wide sky blue orbs.

She was awake.

Shocked by the intense and desperate gaze trained on her Jean immediately tried to pull back her hand from where it had been resting on Emma's temple only to have a pair of soft hands wrap around her wrist holding onto her with enough force that it was almost painful.

"Don't go!"

The words came out small and chocked. She had never heard a tone remotely like it come out of Emma's Frost's mouth and she froze staring down at her for a long moment before she was able to shake off surprise and will herself into action.

Reaching out with her free hand she brushed a few strands of pale blonde hair off of Emma's forehead before stroking her cheek gently, repeating the gentle and soothing motions inside of Emma's mind.

"I've given her a sedative," Hank said as Jean continued to stare down at Emma, simply nodding to show that she had heard him. "She should be asleep soon," he went of softly. "It would be best for her if you were to stay with her until she does. She's obviously drawing some sort of comfort from your presence," he went on sounding as bewildered by the fact but happy. "And I'd rather not put any more stress on her by taking that away while she's conscious of it."

"Of course," Jean said simply. "I'll stay," she continued sitting carefully down on the edge of the bed, stroking Emma's head again when the blonde moved towards the warmth of her body.

TBC...


	2. Chapter 2

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part II

TWO MONTHS LATER

"It's freezing out here," Jean said as she approached Emma from behind. With any once else she would have waited to speak not wanting to alarm them, but she knew that Emma would have felt her approaching minutes before she actually arrived.

Emma turned her head to watch as Jean walked the last few steps to her side. The red-head had a thin sweater on and was rubbing her arms with her hands for warmth.

"You're not exactly dressed for success, are you dear?" Emma replied raising an eyebrow as she fingered the warm white cloak she had drawn over her shoulders.

"I didn't think it would take me so long to find you," Jean huffed a bit glaring at Emma, doing her best to hide the mildly annoyed look a second later when Emma's lips unturned slightly, her ire obviously amusing the blonde.

"And what was so urgent that you felt the need to risk your health and disturb my peace?" Emma asked with a sigh turning her attention back to the gently rippling surface of the pond near the edge of the Institute's grounds.

"You seemed upset," Jean replied sighing slightly. Emma's integration into the X-team was coming along excruciatingly slowly. Although the team had accepted the Professor's decision to bring the blonde telepath into the fold, none of them were really very happy about the new addition to the X-Man family. Not that Jean could blame them given Emma's history with them. Still it made training sessions and activities that called for them all to be in the same room together for more than five minutes taxing at best, and explosive at worst. The session that afternoon had been the latter.

"Upset?" Emma asked vaguely running a hand through her hair, her eyes still focused on the water in front of her.

"Yes, as in unhappy, distressed, troubled, or sad. Upset," Jean replied somewhat wearily. Getting Emma to talk about her feelings was almost as agonizing a process as trying to get Scott to open up. It was a brick wall that she had become ever increasingly familiar with after her husbands possession by Apocalypse. Every inquiry and offer of comfort or solace had been rebuffed, denied or met with stony silence until finally a month before he had declared that he was leaving to try and sort things out in his head and gain some perspective.

"Why are you doing this?" Emma asked finally sounding irritated and tired. "You have to know how annoying I find these insipid inquiries into my well being," she continued glaring at Jean pushing down the uncomfortable knowledge she held of why the red-head had been so considerate to her.

She had claimed to have little to no memory of the night she had woken up in the mansion's medical lab, and McCoy had aided her campaign of denial by stating with the stress that she had been under and the drugs in her system some temporary memory loss would not have been unusual. The truth was she remembered that night perfectly. She remember waking up feeling warm and oddly calm only to discover that she was lying with her head cradled in Jean Grey's lap as the woman's stroked her hair tenderly and cooed at her like she was precocious three year old or a particularly cute puppy. She remembered waking up earlier in the day and feeling the red-head inside of her mind comforting her, causing a cold chill to run through her as usually whenever she tried to remember what else the woman might have seen inside of her head. But what really galled her, what angered her so much that it forced her to burry the memory of that night to the far recesses of her brain was that even when she realized where she was and who it was that was comforting her she had responded by wrapping her arms around Jean's waist, pressing herself more firmly against the warmth the red-head was offering and … cried.

It humiliated her to remember how needy and desperate for comfort she had been. And the pang of thankfulness she felt when she thought back on how kind Jean had been with her as always caused her a certain amount of distress.

Jean groaned slightly tilting her head up to the sky as if praying for strength. Taking a deep breath before turning to face Emma once again she wondered if she were some sort of masochist, if she was secretly a glutton for punishment because she couldn't think of any other reason that she kept sticking her hand out only to have people snap at it like a rabid animal. Because there she was, so soon after the memory of her husband's dismissal, allowing Emma Frost of all people to do it to her all over again.

"Just because you find it annoying it doesn't mean it's useless," Jean replied finally staring at Emma before shaking her head wearily. "You can pretend to it doesn't concern you, but I know that no matter how hard you try to live up to the nickname Frosty, you're not nearly as unaffected as you want everyone to think you are."

She had seen and felt more inside of the blonde woman's head then she was sure Emma would have ever chosen to share with her, or anyone else for that matter. After the sedative Hank had given her that night, the connection between their minds had remained open allowing her to see much more of Emma had she had earlier on that day. She would have closed the connection not wanting to invade the woman's mind now that she was calmer, but Emma had forced the connection to remain open with a savage intensity Jean was surprised she was capable of generating after the ordeal she had gone through. She suspected that Emma didn't even realize that she was doing it, that her mind was just trying to hold onto the warmth and comfort that she had been offering anyway that it could, and allowed the mental contact to continue.

The images were she had seen were fuzzy and unfocused, disjointed and nonlinear. As Emma drifted into unconsciousness once more snippets of past events and waves of feeling flowed into her. The feelings of loss and loneliness the blonde woman's mind was torturing her with bombarded Jean, memories of empty houses, cold distant stares, and parents walking away from her, and ruthless attempts to succeed in anything set before her to get those heads to turn around and acknowledge her, flowing into Jean's mind.

Jean didn't excuse the things had Emma had gone on to do with her life, but she did understand why the woman had become what she had become. It was only through power and success that she had managed to free herself from the pain and inconsequence of her childhood and because of that she coveted both with an almost addictive intensity. Still despite the ruthlessness and single-minded determination with which she pursued her goals, the blonde wasn't without her redemptive qualities. The love she had for her students, the dedication she showed to them was enough to show that Emma Frost wasn't composed entirely of ice, or has hard and impregnable as her new diamond form. That woman had simply learned to be hard from experience, and while she was no longer the vulnerable, weak child she had once considered herself be, Jean knew that she was still often just as lonely and insecure as that small child had been.

"Thank you, Dr. Phil," Emma responded scathingly. "But as the only person standing by this pathetic excuse for a pond with a psychology degree, I'm going to have to respectfully suggest that you shove it."

"You deliberately provoke them," Jean said ignoring Emma's outburst. She found that that was a necessary technique to employ when attempting to converse with the blonde. "If you'd just try to …" she continued pausing momentarily to shiver and rub her arms some more. "Get along, you might find that …"

"Oh for the love of God," Emma huffed in frustration, reaching up by her neck to unhook her cape. The red-head was shivering like a half-dead fawn and it was distracting her. "You're going to catch your death out here," she continued smoothly swinging the warm fur lined material around Jean's shoulders. "You're the only person I know that would risk pneumonia just to lecture me."

"Thank you," Jean responded gratefully tugging the warm material closer around her body. It really was very silly of her to go out without a jacket, especially considering that she should have realized like any chat with Emma it was likely to take a while.

"That wasn't a compliment," Emma replied shoving Jean in the direction of the mansion. She didn't really want to leave the pond, or continue talking with Jean but now that she had given up her cape there was no way that she was going to stay out there and freeze like Jean had been doing.

"I meant for the cape," Jean responded smirking. "But of all people I would've thought that you'd appreciate tenacity and determination."

"There's a difference between tenacity and determine, and stupid, ill-conceived pig-headedness," Emma stalking ahead of the red-head by a few steps.

"You see," Jean exclaimed quickening her steps to catch up to Emma. "This is what I was talking about before."

"I couldn't really make any of your nattering out between shivers," Emma complained quickening her steps once more.

"You complain and insult me, but you just did something very nice and considerate," Jean went on once again ignoring Emma's interjection. "You're perfectly capable of behaving like a normal person but you always try to keep people at a distance by provoking and verbally abusing them."

"And most are smart enough, or at least have a great enough sense of dignity and self-respect to take the hint and mind their own business," Emma responded turning around to face Jean. "But you my dear, are either too simple or lacking in common sense to avoid it," she went on eying Jean impassively. "If you'd like to talk about this propensity for punishment of yours, and since I actually have a psychology degree, I'd be more than willing to listen."

"Honestly Emma," Jean ground out a moment later, the woman's last comment feeling like a slap across the face. "What makes you such a bitch?"

"Breeding, darling," Emma replied her eyes narrowing and growing colder as she spoke. "Top class breeding," Emma continued looking away from Jean and focusing on the mansion which she could now see in the distance. "Care to hoof it a little faster dear, I'm beginning to feel a slight chill," not needing to look back to know that her reminder that in all of her proclaimed bitchiness she had still given her cape away had registered with Jean. "I thought your people were of a hardy stock."

"Oh we are," Jean replied shooting Emma an exasperated look. "The Protestant work ethic, it's how I manage to hold entire conversations with you," she went on reaching to unhook the cape and removing it from around her shoulders, holding it out to Emma a moment later.

Emma stopped walking and stared at her for a moment, then smirked. Small chills were once again running through Jean's body as the blonde finally reached out and plucked the cape out of the red-head's hands.

Jean turned and began to walk towards the mansion once more, jumping slightly when she felt a touch on her shoulder a moment later. Emma was behind her wrapping the cape around her shoulders once more.

"Really," the blonde drawled when she was finished securing the material. "That was just silly," she continued moving to stand beside Jean again.

The red-head glared at the blonde for a moment, but found her ire rapidly retreating. It was silly, they were still a least a five minute walk from the mansion and she had started to shiver again the moment she had taken the cape off. Emma, for once, was conservatively dressed having obviously planned to go out in the cold, and even without the cape was wearing a warm sweater.

Jean dropped her gaze and sighed deeply thinking that it was gracious of the pale blonde to give her the cape back after the turn their conversation had taken, and feeling slightly annoyed at the gratitude. It was like Emma toyed with her emotions just to amuse herself. She could go through an entire session in the danger room without feeling as exhausted as she did after spending a half hour in the blonde's presence.

Shaking her head she gave serious thought to just finally taking the blonde's advice and leaving her alone. However, as she felt the blonde place a warm hand on her shoulder before dropping it down to grasp Jean's hand, warming it with her own as she murmured "come along, dear," she knew that she wouldn't. She was sure that Emma, in her own emotionally retarded way, appreciated her overtures of friendship. Despite their constant bickering, unlike with the other X-men Emma did show her some consideration and unselfishness, her actions in the last couple of minutes an example of those brief interludes.

No, she wouldn't be one more person in Emma's life to give up on her. She wouldn't abandon her or leave her like so many people had in the past. She was going to show Emma that people wouldn't always let her down, that there was such a thing a trust, and that she could trust her.

TBC...


	3. Chapter 3

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part III

"I can't believe he hasn't come back yet," Bobby said in what Emma supposed was an attempt at a whisper, however she could hear him from half way down the hall.

"I don't think he's even called," Kitty replied managing a better attempt at a whisper than Bobby had though the conversation was still audible.

"Well, even if he had, as anniversaries go this one has got to be about a 9.5 on the suck-o-meter," Drake continued pausing in airing other people's dirty laundry long enough to give Emma the stink eye as she walked by them.

"9.5?" Kitty asked when they finally started on their way down the hall again.

"Well, at least she hasn't died again. That'd make it worse."

Emma sighed, pausing outside of the dining room as she realized why the tension level in the mansion had been so high this morning. It was Jean and Scott's anniversary and the dead beat was still nowhere to be found, and probably the only person in the entire universe that didn't know it was his anniversary if he truly hadn't called yet.

If Jean was in the dining room, which she usually was at this time of morning, and she went it in there it was sure to be tense and uncomfortable. Of course it was usually tense and uncomfortable every morning when she walked in so really it would be nothing new. Still despite her seeming irritation with the red-head she usually sat with her if for no other reason than to get some peace and quiet from the nasty thoughts people usually projected whenever she was around, but she wasn't really sure that she wanted to deal with a moping Jean.

However as she considered whether to go in or not, the dining room doors opened once more, widely, as Hank squeezed his way through revealing Emma standing there to those inside. Jean must have been talking with Hank before because the red-head's eyes were on him, and as he exited the room her evergreen gaze locked on Emma.

Sighing Emma stepped into the room. Retreating after she had been spotted would've been tacky.

"Good morning, Tiger," Emma intoned taking a seat next to Jean a few minutes later, tray in hand.

"Hello Emma," Jean replied softly looking downcast and distinctly mopey. Emma sighed, she knew it, she just knew that there was going to be moping.

"Well you're a veritable bundle of sunshine this morning aren't you?" Emma said reaching for a piece of toast and beginning to spread some jam on it.

"Emma, I'm really not in the mood for your unique brand of charm this morning," Jean replied glancing over at the condiment spreading blonde.

"Yes of course, the anniversary has you down in the dumps. An acute case of the Monday's," Emma continued reaching for her cup of coffee and taking a sip as Jean looked over at her and glared.

"So you know?" Jean asked glumly. She'd hoped that since nobody brought it up earlier on that they'd forgotten. Logically she knew that wasn't the case, that they were just trying to be considerate by not bringing it up, but having her failing marriage being treated like the pink elephant in the room really didn't make her feel much better.

"Darling, everyone knows," Emma replied, her voice surprisingly gentle. Jean Grey was a scared cow around the mansion, and while Emma would only agree with half of that out loud, she was aware that it meant Jean was sometimes treated as if she made out of glass. Despite the fact that she was easily the most powerful mutant in the entire school, people often treated her with kid gloves, not wanting to upset her, or hurt her and do anything remotely inappropriate. Part of that was fear of setting off the Phoenix fire that resided within her, but it also came with Jean being the Madonna of the house, the pure, innocent virginal girl next door. People couldn't deal with Jean's darker moods because they simply couldn't wrap their minds around the fact that she, Jean, was capable of possessing them. "I'm just the only one uncouth enough to admit it instead of pussy footing around you like you'd collapse into a thousand rainbow shards if you were reminded."

"Do you want a sticker?" Jean asked not particularly impressed with the fact that Emma seemed to think bringing up a painful subject just to show she was ballsy was worth bragging about.

"I'll take a rain check on the sticker," Emma responded completely unaffected by Jean's response. "However if you're still set on giving me a reward, I could use a date."

"Excuse me?" Jean asked looked up over into Emma's amused blue eyes. Normally she would've been glad to see the normally cold blonde in such a good humor, but at the moment it just set her on guard and irritated her.

"I've been given tickets to the Nivola winter collection fashion show," Emma replied pausing to take a bite of her breakfast. "I never pass up an opportunity to expand my wardrobe, but going stag to these events is somewhat ungainly," she continued. "I need an escort, and you need to get out of the mansion. Can you be ready to go around 4?"

"Ready to … I never said I was going at all," Jean responded slouching in her chair slightly. She knew what Emma was trying to do, and was surprised that of all of the people in the mansion it was Emma that was trying it, but she just didn't really feel like being cheered up.

"Of course not, I'm sure you'd rather mope around the mansion all day in your track suit, eating Cheetos and watching The View," Emma replied her expression clearly showing what she thought about the scenario she had just laid out. "But Scott, wherever the bastard may be, isn't likely to be sulking like a girl on crutches at the wrong party and there's no reason that you should be either," she continued drawing a few strands of hair behind her ear.

"Why do you care?" Jean asked hating Emma's description of how she was responding to the situation but knowing that the blonde was right in her aggressively blunt way. She was only punishing herself by being a sad, depressed shut-in.

"You've made it your business to annoy and harass me when I've wanted to be alone 'for my own good'," Emma replied smirking slightly. "I'm just returning the favor," she continued before reaching for her mug once more. "So, can you be ready by 4?"

"That's a bit early for a fashion show isn't it?" Jean asked resigned to her fate, and somewhat glad for it though she wasn't about to admit that to Emma just yet.

"I thought we'd have an early dinner first," Emma responded as she gazed around the room. "You'll be my date and I never do anything halfway. We'll make a night of it," she continued drawing her eyes back over to Jean.

Jean watched her for a long moment after she spoke, so long that she was sure Emma had to know that she was being studied, but the blonde woman's impassive expression didn't change or give anything away as she continued to eat her breakfast. She wasn't sure what to make of Emma's offer or the fact that now that it had made she found herself beginning to look forward to it. It had been ages since she had been out on the town, even before Scott had left it had been months since they had gone somewhere together on a 'date'. She had hoped that … well, what she had hoped didn't really matter since Scott was not there. The truth was she wanted to go out, and if Emma was the only person offering she'd take it.

"I can be ready by 4," Jean responded finally looking away somewhat embarrassed as Emma looked over at her and smiled.

"Gushingly glad you can make it," Emma replied picking up her toast once more as Jean looked around the dining room refusing to met her gaze as a small smile she wasn't completely able to suppress touched her lips.

TBC...


	4. Chapter 4

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 4

Later that afternoon…

Jean was halfway down the staircase when Emma, who was already situated in the foyer, turned to face her. Snapping her cell phone closed with one hand the blonde allowed her eyes to drift up and watch Jean as the redhead made her way down the rest of the stairs.

Jean watched Emma's expression carefully as she continued her decent but was unable to decipher what the blonde was thinking. She ran a quick sweep of the blonde's mind but as usual it revealed nothing. She ran her hands down the fabric of her dress smoothing out invisible wrinkles as she neared the bottom of the stairs. She was surprised to realize that she was nervous about what Emma would think of her outfit.

"Well, don't you look lovely," Emma said as Jean took the last step extending her hand chivalrously for the redhead to grasp. "You clean up very well Jean. Very well indeed," the blonde continued smiling playfully as Jean sent her a mildly sour look at the back-handed compliment. "Green really is your colour," Emma went on finally releasing the redhead's hand and stepping back to take a better look at her.

Jean's hair was down, but she had put a fetching curl into it. She was wearing a form fitting green dress that stopped just above her knees and had a delightful little flare at the bottom. The dress had one thin strap that showed off the red-heads lovely pale shoulders, and an emerald pendant hung near her neck drawing attention to the swell of Jean's breasts which were tastefully hinted at by the cut of the dress.

"I took the liberty of retrieving your jacket for you," Emma continued reaching to the side to pick up the coat which she had hung near the front door. "Normally I'd suggest a quick cocktail before we go, but amazingly enough the car arrived on time so we'll have to take our libations in the back seat."

"It's a bit early to start getting me drunk isn't it?" Jean asked accepting the jacket Emma had so considerately retrieved for her. She was glad she'd managed to reply at all since Emma's verbal barrage once she had descended the stairs had taken her quite by surprise. She had thought that Emma was joking when she referred to their night out as a date, but as the blonde eyed her again and smiled she began to wonder.

"Nonsense," Emma responded. "I call it thinking ahead. After all with me as your company for the evening I'm sure you'll need all the help you can get," she continued smirking before extending her hand again.

Jean smiled despite herself and extended her hand allowing Emma to take it once more. She was beginning to see how the blonde telepath had managed to get so far in the business world. She could be quite charming when she wanted to be, and as Emma never did anything halfway, Jean was beginning to suspect that she would be bombarded with the Frost charm on full effect all night. She was actually kind of looking forward to the possibility, it was nice to be treated like a lady.

Ignoring the stares of the growing crowd that was forming in the foyer of the mansion, Jean allowed Emma to help her on with her jacket, smiling shyly as the blonde then reached to the open the door for her with one hand while keeping the other gently resting on the small of her back.

"Emma," she said softly as she began to the step through the door bringing her side by side with the blonde. "You look lovely," she said softly seeing some satisfaction shine in the blonde's blue eyes. Emma knew she looked good and had probably been waiting for her to comment though her good breeding wouldn't allow her to fish for compliments. "I would've said sooner," Jean continued smilingly teasingly. "But you took my breath away."

Emma raised an eyebrow at that and then motioned for her to continue through the door, her hand remaining on Jean's back. "Perhaps we won't need the libations after all," she murmured as they made their way down the mansions front steps towards the waiting white limousine.

xxx

"You really weren't joking about not doing anything halfway, were you?" Jean asked allowing her delight to show in her voice. She had mentioned in passing a month or so before that she had always wanted to go to Dorsia but that it was somewhat out of her class. Emma had commented that it was just the newest hot spot for the young, urban bourgeois to waste their money and that most likely wasn't worth the fuss that was being made over it. She'd frowned at the blonde then and commented on how critical she was of everything. But considering Emma's opinion of the place – if she hadn't just been trying to be contrary at the time, which Jean wasn't entirely convinced of – it meant quite a bit to her that Emma had remembered what she had said so long ago and brought her there despite her misgivings about the place. It was very sweet and the redhead meant to reward the thoughtfulness.

"It is your night," Emma responded lifting her hand gracefully to motion to a nearby waiter. She had been pursing the wine menu a second before and Jean figured she must have decided what they'd be drinking.

"Is it?" Jean asked not sure how she felt about the fact that Emma was obviously trying to make her anniversary what it should have been – a night to remember. It was uncharacteristically sweet, but also not something that the blonde should have been doing.

"Of course," Emma replied pausing momentarily to order when the waiter materialized soundlessly beside her. "You _are_ my date. My upbringing demands that I ensure you have a good time."

Jean nodded though she was convinced that her earlier interpretation of the blonde's statement was closer to the actual truth of Emma's actions. However, she was glad that the blonde had responded to her inquiry in a way that would save them both embarrassment and awkwardness and chose not to comment on it further.

"You don't mind do you? That I took the liberty of …"

"Not at all," Jean interjected smiling, glad for the change of subject. "I'll be happy to benefit from your good breeding tonight. Please feel free to make recommendations," she continued trying not to laugh at the satisfied look that came to Emma's face. Jean knew that the blonde would have done just that anyway, and that it would make Emma happy to have free reign. The blonde was always happy when telling people what to do.

"You're humoring me," Emma declared sounding slightly irritated a moment later after studying Jean's expression.

"Yes, but it's also true," Jean responded glancing down at the menu. "Honestly, this is nicest restaurant I've ever been in or am likely to be in again. I really have no idea where to begin," she continued glancing back down at the menu and then over at Emma shrugging her shoulders.

Emma began to make a reply, but before she could the waiter returned with the bottle of wine and presented it to Emma before opening it and carefully pouring some in her glass. Emma picked up the glass by the stem, tilting the glass from side to side for a moment before bringing it to her lips and taking a small sip. Placing the glass back down she then nodded and he proceeded to fill up her glass and Jean's.

"Kumamato is usually very good. It's very light though and I wouldn't recommend it for your main course. We could order a plate to share though if you'd like to try it," Emma began once the waiter soundlessly left them. "We've never really dined together before except over scrambled eggs and meat loaf," she continued referring to two staples of the mansions food menu, "but I think you'd enjoy the poached lobster in the lemon miso broth," she finished drawing her eyes away from the menu and over to Jean.

"And what will my date be dining on?" Jean asked smiling, charmed by the very serious tone with which Emma had just delivered her decision for the redhead's dinner selection.

"Most likely the Sepia," Emma replied not missing the mildly amused look on Jean's face and fighting the urge to sigh and roll her eyes. She found the idea that the red-head had found what she had just said to cute or any variation of the emotion was mildly frustrating.

"If I don't like mine, can I have yours?" Jean asked not missing the slightly grumpy look that crossed Emma's features and finding that that charmed her even more. She wasn't sure when she began to regard the blonde's ill humor as cute, but she was certainly feeling that way at the moment.

"No," Emma pronounced gravely staring at her hard. "I'll order you your own though. I'm very serious about food and I don't share well," she continued watching as Jean bit her lip in an obvious attempt not to smile since her eyes were practically shining with mirth.

Emma sighed, she should have just come alone. She didn't know if she'd be able to survive an entire night of Jean looking at her like she was precious little bunny rabbit. Sometimes it simply didn't pay to do good deeds for others.

"It would be more romantic if we shared," Jean replied drawing Emma out of her thoughts, a teasing sort of lilt to her voice. Jean had noticed Emma's eyebrows furrow miserably and didn't want to ruin the evening by continuing to show Emma that though she didn't mean to be she was quite adorable. The blonde seemed far more comfortable when they were playfully flirting and she decided to move things once more into the blonde telepath's comfort zone.

"That's what desert is for, dear," Emma responded grateful for the shift in mood. "One plate between us, rose cream and raspberries, candlelight dancing around us. It's all perfectly suggestive."

"And this would be the delicate art of culinary seduction?" Jean inquired raising an eyebrow.

"Oh, there's nothing delicate about it, sweetie," Emma replied reaching for her glass of wine, "which is usually why it works so well."

Jean opened her mouth to respond questioning Emma's use of the word 'usually' before deciding to change tracks and also picking up her glass. She was having a good time with Emma and wasn't in a hurry to change the dynamics of the evening. If she'd asked the blonde what she meant by 'usually' she would have either gotten acknowledgement that it wasn't a real date which would put a damper on the teasing they had been indulging in all night, or she might have gotten some kind of suggestive comment that would have made the flirting seem a tad too much like foreplay for comfortability and led to awkwardness and once again a loss of the playful mood they had set. No, Jean would let the statement stand. She didn't really want to know what it was that they were doing with each other tonight.

"I dropped by one of your classes earlier on," Jean finally said turning their talk towards the more neutral topic of school. She'd wanted to ask the blonde how formal she should dress but as she had watched the woman engrossed with her students she had decided not to bother her. She had stayed and watched for a while as Emma commanded the class effortlessly. The blonde was a good teacher, and as she watched her she'd felt a pang of sadness as she thought about the students the blonde had lost in the past. It had to have taken a supreme amount of courage and fortitude to step into a classroom again and again after having three groups of students ripped away from her so ruthless. Yet she did it once more and poured her heart into it fully once again, though Jean knew there had to be some fear, some heartrending thought at the back of her mind wondering if it would happen all over again.

"Yes, I sensed you sulking about," Emma replied smirking slightly. "I thought you were going to come in."

"I was, I wanted to ask you something about tonight," Jean replied relaxing back into her chair. "But they were so engrossed I didn't want to interrupt. It's so rare to actually have their undivided attention I couldn't bare to disrupt it."

"Well, I have the advantage of teaching a book they're actually quite interested in," Emma replied relaxing herself as she took another sip of wine. "They're quite engrossed with reading about how another world treats mutants, even if it is just fiction," she continued. "They feel rather sorry for the poor deviations in the _The Chrysalids_ though because most of them don't have any 'cool powers'," she continued, obviously paraphrasing from her students for the last couple words. "I mean," and here Emma paused for dramatic effect. "What the hell is the good of sixth toe? Maybe if she could shot lasers out of it or something it'd be okay. But an extra toe is just stupid."

Jean laughed bringing her hand up to cover her mouth as her amusement increased when she received Emma's mental playback of the entire conversation.

"At least they feel strongly about it," she finally managed to respond glancing back over at Emma who had a content expression on her face. "You'd be surprised how many of mine couldn't care less if they tried about finding out how much money Eric earn per week if he has $197 in his savings account before his weekly salary, and has $429 as his current balance."

"You don't say Prof. Grey," Emma drawled smiling. "I'm utterly shocked. When I was in school ones ability to find the variable was the highest indication of your position in the social hierarchy. Have things changed so much in a few _short_, notice the emphasis on the word short," Emma added before winking at her, "years?"

"Sad but true, Frosty," Jean responded nodding solemnly. "Sad but true."

TBC...


	5. Chapter 5

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 5

Jean stumbled, the pale lights of the limousine distracting her momentarily, as Emma stalked towards her hands outstretched in what was supposed to be a menacing gesture. She was still watching the limousine pull away when she then felt the blonde near her and reacting in surprise more than actual fear automatically raised a psionic shield which the blonde then bumped into causing her to stumble back a couple of steps.

Jean stared in front of her when she realized what she'd done, only to see Emma looking at her with an absolutely stunned expression on her face. The wide-eyed shock and peevishness of the look sent Jean into a fit of laughter.

She was so completely hammed everything was funny.

"It's not funny," Emma grumbled recovering. "You've ruined my shoes," she continued glancing down at her feet crankily. Jean followed her gaze to see that Emma had stumbled back into a patch of mud, but that only made her laugh harder, causing her to wrap her arms around herself in an attempt to calm the shaking of her body.

"You think that's funny?" Emma asked approaching her once again. Jean thought the laughter should have made it rather clear that did, but responded anyway. Somewhere in her foggy brain she knew that admitting she thought it was funny was not a smart thing to do, but she did it anyway, nodding vigorously at Emma before pointing at her.

"You know what I think it is funny?" Emma asked sounded deadly calm which intrigued Jean and would have worried her if she hadn't been drunk.

"What?" she asked sounding genuinely curious.

"Shrieking redheads," Emma replied closing the last bit of distance between them and wrapping her arms around Jean's waist, her fingers moving towards the red-head's stomach beginning to tickle her as Jean squirmed in the circle of her arms giggling.

Jean squirmed and laughed and panted as Emma continued to tickle her, not actually liking the tickling at all, but unable not to laugh. She was becoming quite exhausted by the effort trying to squirm out of the blonde's grasp was causing, not to mention the lack of breath of laughter was causing, and when Emma hit a particularly sensitive spot Jean cried out loudly and stepped up her efforts to get away from the blonde's very determined grasp.

Emma clamped her hand over Jean's mouth automatically. The redhead's little scream had been quite loud and she became concerned that someone might have heard it. She was drunk but not drunk enough that she didn't care about being caught in a tickle fight while sauced up with Jean Grey. She would die before she let any of the X-Men see her in such a state. Die.

Ceasing her tickling torment for a moment Emma dragged Jean back behind a nearby clump of trees, whispering 'shhhh' to her when she heard the mansion door open.

When Jean quieted her in arms Emma removed her hand from over her mouth and let her arm drop down so that she was hugging Jean to her body once more, and rested her chin tiredly on the red-head's shoulder. The effort of dragging a squirming Jean back into the trees had made her kind of sleepy, and she allowed her eyes to flutter closed as she heard voices she didn't care to try and distinguish calling out into the night air.

Jean felt Emma relax against her back and sighed. She could feel the blonde's breath on her throat and chest, the contrast of the blonde's warm breath and the cool night air hitting her through her open jacket causing her to shiver slightly, the sensation not at all unpleasant. She felt warm everywhere Emma was touching her and wanted to see the blonde's face. She could still hear voices calling out nearby and was able to identify one of them as Ororo. Quickly she sent her friend a quick thought letting her know that the noise was just her and Emma. That they'd had a few too many drinks and it had just been an exclamation of surprise. She could sense that Ororo was curious and wanted to know more, but mercifully she let it go and called the others inside.

Once the voices were gone Jean turned in the circle of Emma's arm, causing the blonde to lift her head. They stared at each other for a moment and then Emma turned and looked around.

"I suppose this is good night," the blonde finally said her hands still on Jean's hips. She was oddly reluctant to let go of the redheaded telepathy. She liked the feeling of Jean in her arms and wished somewhat idly that the search for the noise had gone on a little longer.

"I thought you'd walk me to the door, since you need to go in as well," Jean replied laughing a little as Emma's eyes narrowed and then widened as she realized it was true.

"Yes but, we have an audience in there," Emma replied pulling herself up straighter so that she was looking into Jean's eyes. Absentmindedly she noticed that they were the same height and wondered why she had never noticed that consciously before. "This would be a better place for our good night kiss."

"Goodnight kiss," Jean repeated sounding confused. She wasn't sure whether Emma was joking about that or not and thought about actually asking the blonde whether she was joking or not when Emma's face suddenly came closer and closer to hers. The thought 'oh my god, she's actually going to kiss me' came into Jean's mind but she didn't move or raise her voice in protest. She simply stood there and allowed Emma to brush her lips against her own, softly, achingly softly, the contact lasting no more than a few seconds. It was perhaps the chastest kiss she had ever been given, and the fact that it came from Emma Frost who was perhaps the most unchaste person she had never known made it seem even more exceptionally tender. She sighed softly, exhaling a breath she hadn't known she was holding when she first felt Emma move towards her, her breath hitching again when she felt the blonde's lips on her once more, this time sweetly brushing against her cheek before moving to whisper in her ear, "I'll take you inside now".

Jean felt her heart throb painfully at the words until she realized that Emma simply meant that she'd walk her inside, a deep blush coming to her fair features as she thought about what her mind had immediately jumped to and the brief swell of excitement and terror it had caused.

"Come along, dear," Emma said in a normal speaking voice this time, taking a moment to do up a few of the buttons on Jean's jacket before turning her towards the door. "I think we've had enough excitement for one night," she continued as Jean began to walk without her guidance.

Emma's hand drifted up to her lips as she walked a step behind Jean, her thumb gently tracing the plump softness that had just been pressed against Jean's soft lips before she realized what she was doing and ripped her hand away from her mouth.

TBC...


	6. Chapter 6

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 6

Jean sighed and stared down at the table top barely resisting the urge to bang her head against it before turning to stare at Ororo. She really, really, really didn't want to be having this conversation right now. Her head hurt like a bitch, she was still tired as hell, and just felt generally shitty. She really didn't need to be getting the third degree from her best friend at the moment, she really didn't.

"It wasn't a date," the redhead said slowly, ignoring that fact that she had Emma had referred to it as nothing else all night. She had thought they were joking about that, but it had ended up sure feeling like a date, and she wasn't quite sure what to make of the whole experience. "We just went out. She said I was moping and it was easier to just give in then fight her on the matter," she continued reaching for her glass of water and taking a big sip. "Just because there was dinner it doesn't mean it was a date. I'm married for christsake!" she exclaimed irritably regretting it the moment it came out of her voice as she felt the rooms attention swing over to the table she and Ororo were sitting at.

"I just wish you would exercise some more caution around her," Ororo sighed wincing in sympathy as someone opened the door to the grounds letting in a flash of bright light that sent Jean recoiling.

"She's not as bad as all that," Jean responded tiredly blinking tears out of her eyes. She should have brought the sunglasses down. Damn appearances to hell she should have brought the sunglasses down. "How exactly am I supposed to guard against an invitation to dinner and a show?"

"You're purposefully misconstruing what I'm saying," Ororo said pushing her own glass of water over to Jean when the red-head reached for her empty glass.

"I know, I know," Jean said shooting a friend a grateful look. "I know you don't like her, hell I know everybody and their brother doesn't like her. I'm also aware that you don't trust her and I'll admit there's more than enough evidence and precedence to support those feeling," she went on sounding a bit weary. "But, I've spent quite a bit of time around Emma over the past couple of months, and while it wasn't always pleasant I can tell you that she's not a creature of pure evil. I've been inside of her mind, I've spent a lot of time talking to her and I can comfortably say that I'm on my way to getting to know her. I certainly know her better than anyone else here," Jean went on pinching the bridge of her nose, "and she's … she deserves a second chance Ro. I've seen glimpses of the person she keeps hidden behind that frosty exterior of hers and … I think I like her."

"She's different with you Jean," Ororo began carefully. She and some of the others had noticed that while Emma wasn't always exactly friendly with Jean she did seem to interact with her in a less obviously combative and provocative way than she did with every one else.

"Yes, she is, which is exactly my point," Jean interjected. "I don't treat her like she's still the enemy, I don't shot her death glares every time I see her, or make her feel like I resent her very existence. And, not surprisingly, she responds to that. You can't expect her to open up to you, to trust you when you make your hatred of her so very obvious," Jean went on. "She does have feelings. She's very good at hiding it, but the way you react to her, the way everyone treats her hurts her, and it makes her act even more cold and aloof."

"She has brought the distrust and apathy upon herself," Ororo pointed out not unreasonably.

"Yes, and she knows that," Jean replied sighing forcing herself to relax a little. "But at what point have we punished her enough? If nobody was going to give her a chance we should have stood up to the professor and told him to get rid of her. But by agreeing to his decision we also made an implicit agreement to treat her with a certain amount of professional respect," Jean sighed. "She's held up her part of the deal, and to make someone, especially a telepath live in an environment where it's acceptable for everyone to project every nasty thought they've ever had about her in her direction whenever she's in sight is cruel. It's cruel Ororo, and if you want to know why Emma is like she is all you have to do is imagine a childhood filled with such cruelty."

Ororo nodded and sighed. She recognized some truth in what Jean was saying, but she knew that it wouldn't be as easy for herself or the others to forgive Emma has it had been for Jean. Obviously whatever Jean had seen in her head that first night had deeply affected her impression of the blonde, and while that was well and good for Jean, the rest of them were going to have to find this other less hateful side of Emma Frost in their own due time.

"You feel strongly about her." It was a statement not a question.

Jean simply nodded having speechified herself out. Her head was throbbing again and she just wanted to lie down.

"I'll talk to the others," Ororo said, she could do that at least. She had been very careful to keep her emotions in check and her shields particularly strong when she was around the blonde to stop any negative feelings from leaking out, and while she had heard some comments from people when Emma wasn't around, she'd assumed that the others were doing the same. If that wasn't the case, Jean had a valid point and it needed to be dealt with. "I didn't realize it had been that bad for her."

Jean nodded but didn't say anything. Ororo hadn't noticed, nobody besides her had noticed because they didn't care to notice but she didn't feel like going another round at the moment, and her friend's statement was at least an acknowledgement. She herself had spoken to the worst offenders, but as much as it galled her she knew that coming from Ororo the warnings would have more pull. Somehow the opinion around the mansion was that Emma was some sort of pet project of hers, the Eliza Doolittle to her Henry Higgins or something, and as such that she had a biased view of the woman and they weren't required to listen to her.

"I appreciate that," Jean said finally reaching across the table and squeezing Ororo's hand to let her know that she really meant it despite her rather lackluster tone. "Listen, I'm glad that we had this talk. I think we should have had it before, but I need to take some Advil and get some more sleep."

Ororo nodded and told her to keep drinking water before standing up and allowing Jean to stumble back to her room for some peace and quite, and hopefully some fitful unconsciousness.

TBC...


	7. Chapter 7

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 7

Jean sighed contentedly before yelping and springing upright into a sitting position on her bed.

"It's just me."

Emma. Jean blinked, the voice belonged to Emma.

"What the hell!" Jean demanded blinking as she tried to focus on the slightly smirking blonde. "What are you doing in here?" 'And how?' she thought glaring at the blonde slightly, getting ready to accuse her of picking the lock when she remembered that she hadn't locked the door when she stumbled up from breakfast with Ororo.

"The world around town was that you were suffering from an abysmally awful hang-over. I thought I'd come by and offer my services," Emma responded running a hand through her hair as she gazed over at the sleep rumpled redhead. "When you didn't answer I let myself in."

"That's rather presumptuous, don't you think," Jean replied her voice more reasonable now that she had calmed down. Her head felt much better and it made her mood much more pleasant than it might have been otherwise.

"Perhaps," Emma admitted. "But your head feels better doesn't it?" she asked smiling knowingly. "Really darling, there was no need to suffer for so long, you should've come to see me. I could've fixed you up in a jiffy."

"I …" Jean sighed and flopped down. "I didn't think of you," she mumbled feeling kind of foolish. She had thought about how helpful it would've been if she could have used her powers on herself, but even with those thoughts it hadn't occurred to her to go to Emma for a cure to what ailed her.

"Yes, well," Emma said her voice cooling as she turned away from her to stare out into the relative darkness of the Summers' bedroom for a moment. "I am a rather recent addition to the household. Oversights are bound to happen."

Jean watched the blonde for a moment seeing the stiff set of her shoulders and not missing the slight chill that had come into her voice. She'd upset the blonde when she said she hadn't thought of her and that surprised her. Even though she had spent the better part of an hour trying to convince Ororo that the blonde wasn't made of stone, it still surprised her to see Emma revealing some emotion, even accidentally.

"That didn't come out right," Jean said sighing. Emma had actually been the first thing that she had thought about upon waking, which had alarmed and disturbed her. She had purposefully been trying to put the blonde out of her mind all day, but that didn't mean that she wanted Emma to know that. "I just wasn't at my best this morning. And Ororo ambushed me as soon as I stepped out of the door," she continued draping her arm over her eyes. "I think I would've had a much better morning if I had been with you."

"My heart sings," Emma responded dryly but turned to face Jean once again. "Is your head feeling better now? You kind of interrupted me in the process." She supposed that she should have anticipated some awkwardness from Jean. She'd had more to drink than she planned on the night before and had found herself less controlled than usual leading to the unexpected end to their night out. She had managed to get some control of her inebriated desires and reel herself in enough at the last moment to make the kiss she gave Jean something entirely more innocent than she had originally intended, but she had still kissed her. Sometimes it was a burden to be a friendly drunk, it really was. Still considering that they were now sitting on the woman's marriage bed the morning after the awkward embrace, it was actually a relief that things weren't more uncomfortable.

"Much better," Jean replied sitting up again, crossing her legs under the blanket. "Thank you." She wasn't exactly thrilled with the idea that Emma had seen fit to play around in her mind when she was asleep, but she did feel better and if the blonde had tried anything invasive she would have been aware of it. It seemed the blonde really was only trying to help her out, and considering that expect for the day before she'd never seen Emma try to do anything remotely nice for anyone she figured that she wouldn't grill the blonde because of it. Besides she'd seen much more in her uninvited foray into the blonde's mind, and while she knew Emma wasn't pleased about it, even in her most combative moments she hadn't attacked Jean with that fact knowing the redhead had just been trying to help.

"Well, I suppose it was somewhat my fault that you were in this condition to begin with," Emma replied standing up and moving slowly around the room. It was the first time she had been in Jean's bedroom, which probably made entering without permission even more presumptuous but she didn't really care. "I really thought your people were better at holding their liquor."

"You know, despite my hair I'm not actually Irish," Jean commented with some amusement watching as Emma studied her surroundings, resisting the urge to glance around to see if there were any socks or underwear laying around of the floor. She hadn't exactly been expecting company.

"Oh I know," Emma replied not bothering to turn and look at Jean as she spoke. "It's just that it always seemed to bother you and I found that amusing."

"Charming," Jean replied sarcastically watching as Emma continued to stroll through her room.

"Yes, you seemed to think so last night," Emma replied opening up Jean's drapes which had been pulled tight for darkness and staring out at the Institute's grounds for a moment. "You like antiques, don't you?" Emma continued a moment later when Jean didn't respond to her previous comment. She hadn't really expected the redhead too anyway.

"Yes," Jean said carefully not terribly impressed by Emma's previous comment. Not because it was untrue but because it was truer than she was comfortable admitting. She had spent the morning trying to convince Storm that she didn't need to be wary of Emma Frost, but she found herself reconsidering her friend's words to be careful around the blonde – though the danger she was beginning to feel in Emma's presence was not what Ororo had in mind.

"I know a quaint little shop not far from here," Emma continued at Jean's guarded response to her comment. "We should go some time."

She had been getting increasing bored hanging around the mansion all of the time, but she hadn't realized exactly how much she had missed the outside world until the night before. Going out with Jean had entertained her and awakened a certain amount of restlessness in her. And the redhead actually hadn't been bad company when she stopped pestering her about her feelings and just relaxed and spoke to her like a normal human being. In fact she had somewhat enjoyed being around Jean the night before.

She wanted to get out of the house again, she didn't want to do it alone, and since she didn't hate the idea of spending more time with Jean so she figured she could at least make the offer. After all, the redhead had practically been stalking for the past three months, it was about time she gave something back.

"That sounds nice," Jean said trying not to think about the fact that the offer was made simply to please her. She had seen Emma's office and bedroom, she knew that the other woman's tastes ran more modern and that it was unlikely that if they did go to such a shop that Emma would buy anything. "When were you thinking of?"

"T…" Emma started to say, the word 'today' on the tip of her tongue before she bit the words off. It was clear to her that Jean was slightly uncomfortable with what had happened between them the night before, but not uncomfortable enough to refuse to see her or speak to her. She was just a little spooked and if Emma handled the situation correctly she could smooth things over. But she didn't want to jump the gun. Desperation was highly unattractive.

"Tomorrow, a nice leisurely Sunday outing," she finally replied turning around to face Jean once again. "If you think you can stand my company again so soon."

Jean smiled. "I think I might be able to manage it," she replied relieved by Emma's answer. For a moment she'd thought that the blonde was going to suggest they go today, and if she had she knew she would've had to turn her down, despite the sweetness of the offer. She was still to frazzled to be alone with the blonde for an extended period of time today, she needed some time to sort herself out, and, she thought ruefully, to fully recover from her last outing with Emma.

"Okay," Emma said softly stepping away from the window. "Well, I'll let you get back to your beauty sleep," she went on glancing at Jean as she spoke before taking a few steps towards the door. "Not that you need it of course," she continued as she reached the door. "Ta," she grinning at Jean before ducking out the door.

Jean sighed and lay down again, her mind now turned towards her outing with Emma the next day, beginning to both look forward to it and feel anxiously about it. She rolled over on to her side and pulled up her blanket once more, but she was fairly certain she wouldn't be getting anymore sleep that afternoon.

TBC...


	8. Chapter 8

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 8

The next day

Emma lazily walked up behind Jean, leaning over her shoulder to get a better look at the picture the redhead was looking at, her mouth close Jean's ear as she spoke. "That would look lovely on the wall next to your window," she said softly, her eyes focused forward on the oil canvas painting hanging in a beautiful and elegant wooden frame.

"We already have a picture there," Jean replied quietly, her voice almost a whisper as she struggled not to jerk back and place some distance between Emma and herself. The blonde was standing so close to her that she could feel the warmth of her body through her jacket. It reminded her of standing in the bushes with Emma hiding from Ororo like teenagers who'd missed curfew because they were necking in the back of an X-Terra all night and she didn't want to be thinking about necking anywhere when she was near Emma.

Emma shuddered slightly behind Jean as she recalled the 'picture' in question. "That, my dear, is not so much art as an offence to good taste," the blonde replied finally take a step back and moving around Jean so that she was standing beside her. "Just because it's in a frame it doesn't imbue it with any actual artistic qualities. Caciocavallo Podolico and Velveeta might both be classified as cheese, but make no mistake they belong in two _entirely_ different categories," she continued with a long suffering sigh as she once again tortured herself by imaging the framed picture of 'Snoopy's Last Supper' that hung in the Summers' bedroom.

Jean smiled, "So … the Snoopy one is the Velveeta, right?" she asked her smile growing as Emma glared at her before sighing wearily. There was something so delightful about pushing the blonde's buttons that if she could get paid for it Jean might've taken it up as a full time job.

~They say a picture is worth a thousand words~ Emma sent to her telepathically a moment later before projecting an image of the Snoopy picture in question on fire, intense frames maliciously licking the corners of the picture until it was nothing but a charred husk.

~That was a little harsh~ But the redhead was smiling as replied to Emma. The picture had been Scott's touch at decorating, and while she had nothing against 'Peanuts' she had never really been thrilled with its addition to the room.

"Perhaps," Emma agreed out loud turning to the eye the Charles Gaul print that Jean had been studying. "But you can't tell me that you wouldn't rather wake up to the sight of 'Flowering Magnolia' in the morning than a cartoon dog in aviator goggles."

Jean looked longingly at the picture for a moment longer before shaking her head. "I can't," she said finally. As much as she liked the picture and thought that it would have added to the atmosphere of the room, she didn't want to start changing the room and getting rid of the few touches of himself that Scott had bothered to add. It just seemed wrong on some level to get rid of it while he wasn't around.

"Yes, well, I can," Emma replied lifting her hand to wave one of the sales people over. She had a rather good idea why Jean was hesitant to buy the picture and didn't share the redhead's concerns in the least. Her bastard husband could just deal with the loss of his crappy artwork when he came slinking home.

"Emma," Jean began to protest watching the blonde as she tracked the sales person progress over to them. "I …"

"Mentioned that you needed a new bedside table," Emma cut in smoothly. "I've made up my mind about the picture so there's really no point in trying to talk me out of it. I don't know if you've noticed but I can be quite stubborn about things," she continued meeting Jean's eyes. "There was some nice bedroom furniture in the room on the left," she went on as the sales person reached them. "I'll meet you over there."

"I…" Jean started again.

"Exceedingly, abrasively stubborn," Emma interjected once more her eyes still on Jean as she motioned absently to the picture she wanted for the saleswoman. "The frame as well," she added when the woman began to move towards the portrait.

"Emma!" Jean exclaimed. The frame was old mahogany with an intricate yet delicate hand craved design. She couldn't see the price tag on it, but based on some of the other frames of similar age and quality she knew that it had to cost close to three-hundred dollars.

"We've covered this, dear," Emma replied turning her attention back to the redhead at her exclamation. "It's becoming rather tedious," she continued before softening her voice. "I want to," she went on holding Jean's gaze. "Just smile and make my day."

Jean did just that, her lips curving completely of their own will. The present was, she thought, far too extravagant, especially considering that Emma had treated her to a very fine dinner not two days earlier. But she knew that to repeatedly refuse a gift could be just as rude and begging for one, and if she were to be completely honest with herself it felt rather nice to have someone pampering her. If Emma wanted to, she'd let her. After all, the blonde had hardly been joking about being ridiculously stubborn when it came to getting her way.

"Splendid," Emma responded nodding towards the saleswoman who had stopped taking the picture down during the exchange unsure whether she need go to all the trouble. "Go, peruse," she continued waving her hand about vaguely. "I'll find you," she finished tapping her temple playfully.

xxx

Jean shivered slightly wrapping her jacket more tightly around her as they walked down the small town's crowded main street. Although the store Emma had brought her to had had some lovely bedroom furniture she hadn't seen anything that would fit into the current layout of her room, and despite Emma's insistence that there was nothing stopping her from changing the layout so that they did fit, they left the store without any purchases other than the painting and frame.

Having a destination in the mind they hadn't really dilly dallied about when they arrived in town earlier that morning, but when they had finished with the antique store Jean had expressed an interest in exploring the town some. There were quite a few interesting looking shops around, and there was a pleasant, homey atmosphere that she felt like being immersed in for a while longer.

Jean jerked slightly as she felt Emma place her hand on her shoulder, forcing herself to relax a second later.

"You're shivering again," Emma said softly wrapping her arm around Jean using her hands to rub at her arms for a moment. "You're terribly sensitive to the cold aren't you?" she asked continuing her gentle warming motions, the question designed more to distract them both from what she was doing then a genuine inquiry because she wasn't quite sure what had prompted her to rub down the redhead like a shivering three year old who'd just gotten out of the bath, and she didn't want to be asked about it.

"I suppose I haven't fully adjusted to the change of season yet," Jean replied leaning into Emma's body seeking the other woman's warmth. She'd adjusted to the cold somewhat, but the feelings of warmth where Emma's hands were seemed to be making the parts of her that weren't being touched by the blonde seem so much colder.

"Well," Emma drawled allowing the increased contact Jean initiated without comment. She had started it after all. "I don't seem to be doing a very good job of warming you up," she continued as another small shiver ran through Jean's body. "It's probably because, according to the rumor mill, my internal temperature is somewhere below sub-zero."

Jean frowned at the comment. It was said lightly and she knew was intended to be amusing, but she didn't think it was particularly funny.

"I think you're doing an admirable job," Jean responded. "I appreciate the effort."

"Thank you, but I never cared much for participation badges," Emma related turning her head to face Jean, their faces so close that the blonde's breath caused the redhead's hair to flutter slightly.

Jean shivered again.

"Are you going to find a way to warm me up even if it kills you?" Jean asked trying to ignore the brief flutter in her stomach as she felt Emma's warm breath caress her forehead and the fact that her answering shiver had nothing to do with the cold that time.

"I don't think all that will be necessary," Emma said softly dropping her arm from around Jean and bringing it back to her own side, the backs of their hands brushing momentarily before Emma grasped Jean's hand in her own and tugged. "I do have a question of great import to ask you however," she continued as she led Jean by the hand across the street.

"And that would be?" Jean asked allowing herself to be pulled behind Emma like a giant Raggedly Anne doll.

"Do you prefer marshmallows or whipped cream?"

Jean blinked, rather thrown by the question for a moment before finally turning her gaze towards the direction they were moving in. There was an independent and rather quaint looking coffee shop a few meters away.

"It doesn't matter," Emma continued when Jean didn't respond. "I suppose you can always have both. After all, if you're going to give into temptation it's best to go all the way and be _completely_ satisfied," she went on biting her plump bottom lip lightly before her lips curved sensuously up in a smile that could only be described as a lascivious.

Jean licked her lips, her eyes focused on the suggestive smirk on Emma's full lips. As she watched, Emma's tongue peaked out to wet her own lips and Jean felt her heart beat sharply spike for a few seconds. Blinking against the unsettling feeling, Jean averted her eyes from Emma's. She actually wasn't feeling cold at all anymore.

"Well, after that display, this place better make one hell of a cup of hot chocolate," the redhead finally said forcing an amused – she hoped – smile on to her face. It wasn't the wittiest response she had ever made, but at the moment she wasn't as concerned with dazzling Emma with her verbal magic as she was with simply getting her mind off of her unexpected reaction to Emma's flirting.

xxx

Emma turned her head away from the young men playing football in the park. Despite growing up in New England she'd never really cared much for the game. She was far more interested in the woman standing at her side. Jean had spotted the game going on as they exited a clothing store and led them over to watch in a way that Emma assumed the redhead had intended to seem unintentional.

Deciding not to feign interest in the boys pummeling each other any longer she focused her attention on Jean, watching the way her eyes tracked the action intensely, her lips curving slightly when the team she'd decided to cheer for did well, and then the way she kind of pouted when they made a mistake. She was so every earnest, Emma thought, so very earnest in everything that she did. Emma usually considered such openness a weakness, but surprisingly she found Jean's lack of guile extremely attractive.

She had to fight the urge to reach out and touch the redhead again. She'd had the urge to be near Jean all day and had had varying degrees of success trying to ignore the impulse. She supposed it was because she could still remember the feeling of the redhead in her arms on the night of Jean's anniversary. Jean had felt oddly small in her arms and it had inspired some rather usual feeling of tenderness and protectiveness within her that she hadn't been able to shake. It was rather annoying really, but she couldn't seem to help it.

Emma noted that the redhead had seemed to forget about the cold as she became preoccupied with the game, leaving her hand exposed. The blonde telepath pulled her hand out of her jacket pocket taking advantage of the redhead's preoccupation and allowing the back of it to brush against Jean's, leaving their hands in contact once she had touched her. As their hands touched Emma turned her eyes back towards the game, pretending to follow it. A moment later she could see Jean turn her head to look at her out of the corner of her eye, but she didn't respond to the questioning movement. She simply continued to stare forward as if she hadn't noticed.

Jean turned back to the game a second later without withdrawing her hand.

"I'm sure there's some sort of strategy to the way their ramming into each other like rhinoceros's in mating season but I can't see it," Emma commented a moment later sounding bored as one of the boys in question was sent flying backwards after getting slammed into by a member of the opposing team.

"Oh, I'll admit there's a lot of unnecessary battering that takes place, but there's actually quite a bit of strategy involved," Jean responded wincing slightly as the boy who had just been run into staggered to his feet. "I'm not an expert or anything, but I think they're set up in a …"

Emma tuned out what Jean was saying because she didn't care. She did however remain looking at the redhead as she spoke. She was sure it appeared to Jean as if she were paying rapt attention to what she was saying, but really Emma was studying her again.

Jean looked even paler than usual because of the cold, but her cheeks held a perpetual flush to them that Emma thought was quite charming and sexy in a way. She'd always thought that Jean Grey was an attractive woman, but it had never really meant much to her before. She'd been thinking it more and more over the past couple of days however. Since their evening out she'd found herself paying considerably more attention to the redhead.

"Your hand feels like ice," Emma said interrupting whatever it was Jean had been saying, surprising the redhead by speaking.

"What? Oh," Jean exclaimed looking down at their now joined hands. "I hadn't noticed," she continued her eyes focused on Emma's hands as they rubbed hers in an attempt to warm them.

"Clearly not," Emma replied pausing in her ministrations for a moment. She'd had more physical contact with Jean over the past three days than she'd had in the three months that she'd been at the mansion. "Would you like to head back now?" she asked a moment later already knowing that the redhead would turn down the offer.

"Not quite yet," Jean said her attention momentarily turning back towards the game. "They're almost finished," she went on looking at Emma once more. "You don't mind do you?"

"Not at all," Emma responded her eyes tracking back towards the boys on the field. "It would be rather like stopping a book in last chapter," she went on allowing their hands to fall between their bodies once more though she remained holding Jean's afterwards.

If Jean wanted to stay she would just have to do her best to keep her warm.

"Rather," Jean agreed looking down at their joined hands. She had expected Emma to release her hand but the blonde was watching the game again almost as if she had forgotten Jean's hand was in hers. Jean however was painfully aware of the feel of the blonde's hand against her own. Emma's hand felt pleasantly warm in her own and she was unnerved by how much she was enjoying the innocent contact.

Jean looked over at the blonde seriously debating the best way to nonchalantly remove her hand.

Emma released a puff of air as Jean looked at her, watching her breath condense and float away like smoke, before repeating the action once more. It was a rather childish thing to do and was not something she would normally do, but she knew that it would grab Jean's attention.

Jean watched as Emma entertained herself with her own breath for a moment, lifting an amused eyebrow when the blonde focused on her once again.

"Frosty." the blonde commented smirking.

Jean laughed and then lapsed into an amused smile before turning her attention back to the game. She felt Emma's thumb graze against her knuckles a moment later as the blonde shifted her grip on her hand but she wasn't as unnerved by the blonde's touch as she had been a few moments before. The blonde's little display of silliness had somehow undone some of the unease she had felt and forced herself to relax and just enjoy the moment of peace and companionship. Obviously Emma didn't think it was strange to be holding her hand that way, and it was rather harmless. Besides, she supposed that receiving casual touches from Emma Frost was not something that happened very often, and since her hand really did feel much better since Emma had taken it she could as well just appreciate the rare treat.

When she was reasonably certain Jean was preoccupied with the game once more Emma glanced down at their joined hands. Jean's skin looked so soft she wanted to stroke it with her fingers but she reined the urge in. It was a silly impulse anyway. She was already holding hands with the redhead like they were at a High School homecoming game and she wasn't going to make things even more ridiculous by molesting the redheads hand. Besides Jean might've removed the appendage if she'd started to practically make love to it in public and even though she didn't really want to, she was enjoying the simple contact.

Emma bit down on her lip as an aggravated sigh began to come out of her mouth. She was Emma Frost, she was the former fucking White Queen of the Hellfire club. She was a goddamn ridiculously gorgeous millionaire and she was worried about the reaction a milquetoast schoolteacher would have to her putting the moves on her. She couldn't even really believe that she wanted to put the moves on her. She'd never been so disgusted with herself.

"Do you enjoy jazz?"

Jean blinked and turned to regard Emma who seemed to be delighting in throwing her completely off balance. At least she assumed the blonde must have been enjoying it since she'd been doing it all day.

"Yeah," Jean replied slowly as if expecting Emma to change the subject again on her without a moment's notice.

"'Medeski Martin & Wood' are playing at Birdland Wednesday night," Emma began mentally kicking herself for even speaking the thought though she couldn't have sounded more nonchalant if she were unconscious. "They're quite good live. They tend to improvise changes to the rhythm and melody which is quite exciting. Do you like the old Jimmy Smith Trio? Their sound is very reminiscent of that," Emma went on without waiting for Jean to respond. "They take more liberties than Smith ever did of course, but the familiar combination of thick organ sounds and offbeat drum patterns are still their core. Are you free?"

"Um, sure?" Jean replied momentarily speechless in the face of yet another of Emma's unexpected verbal barrages.

"Don't sound so excited dear, you might rupture something." Emma frowned and turned away from her watching the crowd that had been viewing the game slowly start to disperse. She was sure Jean wouldn't know good music if it marched up to her in an empty room and bit her square on the ass. Besides, based on Jean's choice of a spouse it was obvious that the redhead didn't recognize quality companionship either. Really she was just trying to be sociable, but if the redhead was going to act like going out with her was a goddamn chore or something she didn't even see why she should bother.

"I'm sorry," Jean said reacting to the petulance in Emma's voice. It was the very similar to the tone she'd heard the blonde use the other day when she'd snuck into her room. "You just caught me by surprise. I'd love to go. I haven't heard of Medeski, but I love the Jimmy Smith Trio," she finished squeezing Emma's hand which was still intertwined with her own.

"Fine," Emma sighed sounding as if she were doing Jean a huge favor though she relaxed marginally and decided to make eye contact once more after Jean agreed to go with her. "Come along then," she went on tugging Jean's hand, still not releasing it once they began to walk once more. "I really would like to thaw out sometime before dinner."

TBC...


	9. Chapter 9

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 9  
Two days later…

Jean knocked on Emma's door lightly. It was still relatively early but she couldn't hear any sounds coming from the blonde's room and didn't want to wake her if she had turned in. Despite how uncomfortable it could sometimes get, though things had been better since her talk with Ororo, Emma hadn't failed to make an appearance during dinner time in quite a while. It left her feeling rather uneasy, and though she was certain the blonde wouldn't appreciate it, she wanted to check in with her and make sure everything was alright.

"Tiger."

Jean looked up at the greeting slightly surprised having not heard Emma move inside the room at all.

"That's about as cordial as my invitations get," the blonde commented a moment later stepping further back to make more room for Jean to enter.

"Believe me I know," Jean replied stepping into the room. She'd been on the receiving end of some of Emma's less cordial greetings and could most definitely tell the difference.

Now that she was in the room she could hear that music was playing softly in the background though she couldn't quite make out what it was. Turning to glance over her shoulder she watched as Emma closed her bedroom door and then moved past her to take a seat on a plush over-stuffed couch, curling her legs under her and picking up a nearby glass of red wine. She'd obviously been situated over there before Jean had knocked so the redhead followed her over and took a seat next to her on the couch.

"We missed you at dinner," Jean began watching Emma closely. The blonde was dressed conservatively and for comfort in a pair of jeans and a white cashmere sweater which was strange for her. But it was the tired, weary expression on the blonde's face and hint of dark circles under her eyes that really caught Jean's attention.

"I doubt 'missed' is exactly the right word," Emma responded smiling darkly before turning to look out of her window for a moment. "I wasn't really in the mood for socializing."

"Long day?" Jean asked softly removing her gaze from Emma's beautiful profile, not wanting the blonde to feel like she was being inspected, even if that was exactly what she was doing.

"Hmm," Emma hummed softly before taking a sip of her wine, her eyes searching Jean's for a moment. "More like a long night actually. I didn't get much sleep," she continued absently.

Jean was quiet for a moment, and then asked "Genosha?" Almost immediately after the morning Emma had awoken in the mansion after that terrible first night the blonde had begun to project an attitude of indifference and apathy in regards to the horror she had witnessed in Genosha. She had been distant, and cold and silent, but she had not cried again, her lips did not tremble when Genosha was brought up in her presence, she didn't snap and yell at others, she didn't really do anything, she was just … frosty; icy and superior just like the Emma they had come to know over the years. But after being in her head, Jean knew that Emma hadn't been unaffected by what she'd seen, that in fact she felt the loss so strongly that it was almost overwhelming at times. Emma behaved the way she did because it was the only way she knew how to hold herself together and keep on going from one day to the next. She'd tried to talk to the blonde at first but it had been like banging her head against a brick wall. Soon after those initial attempts however, she'd had her beliefs confirmed when she had been woken by one of the blonde's nightmares shortly after Scott had left. Emma wasn't projecting much, but her room was underneath the blonde's and she was much more sensitive than the other telepaths at the Institute. She couldn't pick up exactly what Emma was seeing, but she recognized the feelings from the night the blonde had arrived. She'd only been woken a few other times like that, but she was sure that what she picked up on were only the worst of Emma's nightmares and the blonde had more difficult nights then she was aware of.

Emma sighed deeply and took another sip of wine. Jean was looking at her with those goddamn doe eyes again, all concern and soft feelings and sugar and sweet smells. She was certain that if she were anyone else the redheaded would've been hugging her already. It bothered her, but not as much as it might have at one point. Besides, she hadn't really wanted to be alone and was glad for the disruption to her solitude so she couldn't really justifiably be snotty with Jean.

"Among other things," Emma finally said her eyes drifting to the window again. Oh how blessed her life would be if Genosha was her only bad memory.

Jean waited until Emma turned to face her again and then reached out placing her hand on the blonde's thigh, feeling the warmth of her body soak into her through her hand. "Emma," she began the name coming out soft and breathy. She was idly aware of the fact that she was rubbing Emma's thigh slightly and thought to herself that perhaps she should stop even as her hand continued the gentle motion. She had become somewhat more used to casual physical contact with Emma over the past few weeks, but she thought that borderline caressing her thigh might have been a bit too familiar. "If you ever want to talk about … anything, you know I'm here for you right?" Jean pressed on pushing her previous thoughts out of her head, reminding herself that there were more important matters at hand than insanely debating whether or not she was violating Emma's personal space.

Emma stared at the hand on her leg for a moment, not really surprised that Jean was touching her, but distracted by the feeling nonetheless. Jean's palm felt as if it was about a million degrees making the skin under the denim that the redhead's hand was resting over tingle almost painfully. Emma's hand twitched and lifted as if to move towards Jean but after a moment of awkward hesitation she lowered it back to the couch where it had been resting before, allowing Jean's hand to remain where it was. If Jean wanted to touch her she didn't want to do anything to dissuade her.

"I know," she said very simply before breathing in deeply and averting her eyes once more. She was starting to feel a bit emotional about the whole situation because she did know that Jean meant it. The redhead had put up with more than her far share of Emma's bullshit in that first month she had been at the mansion, and Emma had resented her persistence because she thought that it was born of pity. However, as she was forced to get to know the redhead better because Jean simply wouldn't allow her to ignore her, she realized that the redhead was genuinely concerned about her. And while she was still annoyed, she was less so and had found herself being less vile towards Jean which only seemed to encourage the woman. The truth was she simply had no experience with dealing with someone who was just trying to look out for her because they cared and not because they wanted something, or because it suited their interests, but just because they liked her. It kind of disturbed her but in a way that made it so that she sort of enjoyed it.

"I've completely forgotten my manners," Emma said blinking rapidly before turning to face Jean once more. "Would you care for a glass?" she asked motioning to a nearby bottle of Blue Rock Cabernet Sauvignon.

Jean watched Emma for a moment, she had seen the blonde go through a series of emotions, her usually unreadable face surprisingly open and vulnerable, but she could see Emma pulling herself back together as she reached for the bottle of wine and knew that pushing her wouldn't help matters so she simply nodded in response to the blonde's question and allowed her to play hostess.

"It's outlandishly tasty," Emma said a moment later handing Jean a glass now filled with dark red liquid. Jean smiled as she accepted the glass, she didn't doubt that it was excellent if Emma was drinking it.

"It's a rich wine with a very pleasing almost velvety texture," Emma began leaning back as she released the glass to Jean. "It has a medium-to-fully body and silky, sweet ripe tannins. I think you'll find it agreeable."

Jean smiled as she lifted the glass to her lips trying to hide her expression. Emma sighed deeply. "What?" the blonde asked testily seeing that charmed look on Jean's face again.

"Nothing," Jean said shaking her head though the amusement didn't leave her face or voice. "You're just quite cute sometimes."

Emma blinked. "Cute?" she asked not sure what to make of the description.

"Yes, adorable," Jean replied trying not to grin as Emma frowned deeply at her response.

"And what, pray tell, did I just do to make me seem so delightfully precious?"

Jean couldn't be one hundred percent sure, but she thought that Emma had a sneer on her face as she spoke. She was sure however that the blonde was minutely pouting and she considered replying that she thought Emma's pout was pretty adorable as well but decided against it.

"Have you ever noticed," Jean began biting her lip knowing that Emma wasn't going to like what she was going to say any better than what she didn't say. "That you tend to monologue about topics you're knowledgeable about?" Jean finished smiling.

"Monologue?" Emma asked doubtfully her pouting frown still firmly in place.

"Mm," Jean replied. "You often give very serious, almost philosophical musings on topics from music to food and wine. It's very …"

"Cute?" Emma cut in her eyes narrowing at Jean slightly.

Jean nodded happily.

"You're very easily amused, aren't you dear?" Emma asked huffily a moment later. "You must have been very easy to keep entertained as a child. I think I have a bouncy ball somewhere around here," she continued turning her head to and fro for a moment.. "Would you like to play with it?"

Jean simply shook her head and took a sip of her wine. That comment amused her too but she didn't think Emma would appreciate her telling her so. A change of subject was definitely in order.

"Yummy," Jean pronounced before wiggling in the couch a bit to get more comfortable. "So Phoebe's come out for the soccer team," Jean commented a moment later. She'd noticed that Emma had taken a special interest in the Stepford Sisters and figured that while it would be an obvious change in conversation that it would also be a welcome one.

"Sophie, I think" Emma corrected gently even though she was still somewhat irritated by Jean's teasing. Most people had a hell of a time telling the quintuplets apart. Even she still had to take a moment on occasion to get the right name. "She'll be an excellent addition. It'll be ever so useful to have someone on your side who knows what the other team is planning even before they do."

Jean stared at her unsure if she was joking or not. Emma sometimes said things just to get a rise out of her.

"There are no powers allowed during games," Jean finally responded neutrally.

Emma glanced over at her.

"Oh that's right. I forgot that here at the Xavier Institute we're interested in shaping young people into splendid, clear-thinking, civilly minded adults with a strong moral fiber and healthy teeth and bones."

"You make that sound so … dirty," Jean replied shaking her head. She was sure that Emma wouldn't have sounded that disgusted if she'd just heard that the students were using horse's bladders for water balloons.

"I just don't see the point in denying them their natural talents," Emma responded turning to face Jean knowing that the redhead would be utterly bewildered by her ambivalent attitude towards Xavier's mission to create a super awesome mutant citizenry that shone sunshine out of their asses and stood for truth, justice and the American way – even if most of the country wished that they would all just fuck off and die.

"It wouldn't be a level playing field. The students at the other schools …"

"Should get used to being the cheaper chicken," Emma interjected. "Life isn't a level playing field. People should use whatever talents they have in order to succeed. If the primitives fall behind it's hardly our problem. There's a reason it's called evolution."

"Yes," Jean began. "But Winston Churchill said that responsibility is the price of greatness. You're right the world isn't a level playing field, we have an advantage and it is up to us to use it responsibility. Without restraint power becomes tyranny. People with great abilities have done horrible things before and it would irresponsible to promote the selfish and unbridled use of our powers because it's easier."

Emma looked away for a moment and Jean allowed the silence to reign. They were talking about students but it also spoke to Emma. They both knew that the blonde had been rather unscrupulous in the use of her powers to aid her in her rise in the business world and that she didn't feel particularly bad about.

"I'm never going to be very popular around here," Emma began refilling her glass a long moment later though her eyes meeting Jean's almost challengingly. "Because I don't think I'll ever be able to completely agree with you. I know that lovely speech was partly directed at me, but you'll find I'm quite shameless about my more dodgy qualities. You'll just never be able to dissuade me from the notion that sometimes one needs to be rather ruthless in order to survive."

Jean was silent for a moment, memories coming back to her of an image she had seen in Emma's head of a teenaged version of the blonde woman manipulating the minds of the guards at the mental hospital she had been sent to when her powers first started to manifest. The place had been unbearable for Emma, and the knowledge that her family had left her to rot there and that it was up to her to save herself had been even more agonizing.

"I'm not saying you're wrong," Jean acknowledged holding Emma's gaze, "just that we shouldn't get comfortable with it. And that a high school soccer match is not one of those times," she finished softly smiling gently at Emma.

Emma nodded but didn't comment. She'd expected more of a fight from Jean, she really had. When she made comments like that around the other X-Men they usually pounced on her like they'd been trapped on a snow capped peak in the Andes. The others had a tendency to seize any opportunity to tell her what a horrible excuse for a human being she was because she didn't like them very much. And even though Jean had never treated her like the rest of them, she had been one of Xavier's first disciples and she had thought that if anything would get a rise out of Jean it would be attacking her father figures principles, but the redhead refused to be goaded. Once again Jean had actually listened to her and considered what she was saying instead of attacking her for holding a different opinion, and she found herself glad that they hadn't had a real argument. She'd had too entirely crappy a day and fighting with Jean hadn't really made her feel better so she was more than happy to let bygones be bygones and turn the conversation towards less potentially explosive topics.

"More wine?" Emma asked noticing Jean's glass getting low. "For fortification, you understand. I plan on asking what Jubilation did to get kicked out of class today and suspect that you might need it."

Jean groaned deeply and held out her glass.

TBC...


	10. Chapter 10

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 10

Three days later …

Jean winced as she watched the young man on the screen get hit in the face with a wrench, laughing a moment later at Bobby as he pointed at the screen and laughed so hard he had to hold his sides and began wheezing in pain. The scene itself had been mildly amusing, but Bobby himself was comedy gold. Seeing the expression on Rogue and Kitty's faces as they stared at their teammate they obvious felt the same way.

Jean glanced to the side just barely catching sight of a figure in white out of the corner of her eye.

~Emma~

~What?~ Jean could practically picture the blonde momentarily slumping at being caught before drawing herself back up to her full height defiantly.

~I saw you. Come in here~

~No~ She sounded positively ornery. Jean wished she could see her face. It had been hard for her at first to discern the blonde's moods by watching her, but she had gotten much better at it over the past couple of weeks. To be sure Emma still had more than a few inscrutable looks but in general Jean found her to actually be almost expressive now that she had recognized the little signs to look for.

~Why?~

~Because I hate you all~

Jean finally laughed at that momentarily drawing the attention of the others in the room over to her. Clearing her throat, Jean waved away their questioning glances, smiling to show them that it was nothing to be concerned about.

~There's popcorn~ Jean said turning her attention back to Emma. Silence met her attempt at enticement. ~Licorice?~ Still nothing. ~Spandex and giant balls~ Jean smiled when she heard Emma sigh at her in her head. ~Oh come on, I promise to keep you entertained~

~You're not going to quit jabbering at me until I sit down are you?~ Emma huffed. Jean smiled upon hearing the tone. She knew she had won. Emma had a particular tone she used when she was reluctantly giving into things and she had just heard her.

~No~

~Fabulous~

A moment later Jean spotted Emma's figure emerge in the living room once more. The blonde stopped and looked around at the assembled X-Men and sighed deeply before moving over to the couch and dropping down next to Jean like a sack of very graceful, very depressed potatoes.

Jean just smirked.

Jean absentmindedly toyed with the rings on her left hand as her eyes were directed towards the screen. She had only been able to pay the smallest of attention to what was happening on screen because Emma had seen fit to take up a mental commentary a few minutes after she had come into the room. She didn't mind though, she found Emma's remarks to be quite funny and was enjoying the telepathic contact. It was kind of fun to have someone hanging out in her head for so long without having to worry about them trying to do something in there, or having them worry about what she was going to try to do to them. Such sustained mental contact required a level of trust most non-telepaths didn't have, and a level of closeness that she didn't have with most telepaths.

"Screw Bernice, goddman you Jean!" Emma moaned out loud dropping her head into her hand. She still couldn't believe she was sitting there watching a movie about dodge ball. Oh she knew that she could get up, insult their collective intelligences for subjecting themselves to this drivel and walk away, but she also knew she wouldn't do that because of Jean. She knew that the redhead had been neglecting her other friends over the past few weeks to spend time with her and that she had consequently spent quite a bit of time over the past few days dividing up her time among them to make up for it, before organizing a group movie night. Shopping with Ororo, chess with Warren, god knew what with Kitty and Rogue, analyzing whatever in the lab with Hank. It had left Emma quite bored for a few days and the truth was she would sit through the stupid movie if it meant she could spend some time with redhead. Because, though she didn't really like admitting it – even to herself – she had missed Jean's company.

"You are so crotchety sometimes Frost," Jean responded smiling brightly, not the least bit daunted by Emma's belly aching. She knew that Emma would never admit to actually finding something like "Dodgeball" entertaining, because she had a reputation of not liking anything ever to maintain, but the blonde had to have been paying quite a bit of attention to keep up her detailed commentary. "You're like one of those old men that yell at kids when they step on their lawn."

Emma rolled her head back so that she was looking at the ceiling and released a long suffering sigh. "Go ahead, make your jokes, Mr. Jokey... Joke-maker," she eventually muttered, quoting from the film before lazily reaching up and briefly making an 'L' shape on her forehead with her fingers.

"'L' for love. Good times," Jean responded smiling as Emma rolled her eyes.

~Leave me alone~ Emma sent to Jean in response.

~So cranky. Do you want a hug?~ Jean turned to look at Emma as she awaited her response.

~I want you to die~ Emma sent back though she was smirking indulgently as she met Jean's eyes. The redhead had shifted closer to her, probably unconsciously, but there was no way in hell she was going to take Jean up on that offer a room full of nosy X-Men, not even as part of a joke. If they had been alone she probably would have, just to bug Jean, but they weren't alone. Besides wasn't like she really _wanted_ a hug or anything.

~Been there, done that. All I got was a lousy t-shirt~

"Original," Emma mumbled out loud a second later clearly not meaning it before she reached over towards Jean to grab the pack of Twizzler's the redhead had nestled in her lap. She didn't usually eat candy, she never had even as a child, but she needed something to distract her from the horror of X-Men after-hours bonding rituals.

Jean slapped her hand away.

"You said you didn't want any," Jean replied, slapping at Emma's hand once more as the blonde reached for her again, finally twisting away from Emma using her body to shield the candy as the blonde began to grab at her.

If she'd been paying more attention to the room instead of focusing entirely on evading Emma's roaming hands she'd have realized that their little discussion, and consequent adolescent grappling match had more viewers than the movie did, but she wasn't paying more attention and she didn't notice.

"Trust me Jean, you don't want to play it this way," Emma responded in a deathly serious voice her hands loosely resting on the redheads waist. Jean turned her head over her shoulder so that she could see the blonde's face, and while her features were calm and composed, her eyes were twinkling which made her threat not really threatening at all. "I will end you," the blonde went on. "Make things easy on yourselves and give me the bag of candy sticks."

Jean considered the request for a moment, and then a look of defiance crossed her face. Emma smirked. A moment later Jean's eyes widened and her hand flew to her face to cover her eyes even though the image that was assaulting her was inside of her head. The Twizzler's fell into her lap and Emma grabbed them easily.

"That," Jean said a moment later having recovered from the barrage of images Emma had just projected into her head, "was obscene." She looked completely scandalized. "Completely unacceptable," Jean continued though a small smile was beginning to appear on her lips.

Emma just looked at her before taking a Twizzler out of the pack and placing the tip of it in her mouth, staring at Jean all the while, her eyebrow arching challengingly.

~You know you loved every second ~ Emma winked to punctuate the statement as Jean received the message.

Jean crossed her arms and hunkered back down into the couch turning away from Emma, but not before the blonde saw the smile on her face.

-

Ororo watched as Emma leaned closer to Jean, placing her hand on her shoulder before whispering something in her ear. They were telepaths, there was absolutely no reason for them to get that close. They could have spoken mentally as they had been doing at various times during the movie. However, she could see that Jean didn't seem to mind the blonde's familiarity as she looked over at Emma and smiled before shaking her head and muttering a response to whatever it was Emma had said to her.

She looked over to her side to see that Warren and Hank were also covertly watching the two women's behavior, just as pretty much everyone else had been at numerous points during the movie. She sighed and turned to look at the screen as the credits began to roll wondering if Jean had any idea what dangerous ground she threading on.

"See that was fun," Jean said stretching her back out slightly as the credits started to roll.

"I'm not sure exactly what definition of the word fun you're using, but it's one I've never become acquainted with and would rather not bump into again," Emma replied forcing herself not look at Jean as the woman continued to rotate her torso. She was not above checking Jean out, in fact she quite enjoyed doing that, but she'd be damned if she'd do it in a room full of people that hated her guts and had been studying them like little mice in maze for the past couple of minutes. She was fairly certain that Jean was unaware of the scrutiny but she didn't miss it, and had actually been playing up to it. Getting caught ogling the redhead wouldn't have been as amusing as flirting with her in front of them had been however.

"I think I saw a tear at the end," Jean teased and saw Emma's lips thin as Bobby laughed at her comment.

"Don't fool yourself into thinking I was feeling an emotion," Emma replied haughtily. "I simply got a whiff of Popsicle Pete's cologne and my olfactory senses cried out in protest," she continued turning to stare so coldly at Bobby it could be mistaken for his very own work.

"Hey! What'd I do?" Bobby replied affronted and rather freaked out by the evil eye Emma was giving him. She was not a woman that he wanted to piss off, especially now that she was practically invulnerable.

"I didn't smell anything," Jean responded ignoring Bobby.

"That's because you're sitting next to me, dear," Emma responded easily. "My naturally pleasant fragrance was shielding you from the horror of Bobby's man perfume."

"Cologne," Bobby exclaimed not liking that description at all.

"Oh, I know that's what it _aspires_ to be. But it would as egregious of me to refer to that," Emma said waving her hand as if to indicate Bobby's general smell, "as cologne as it would be to call Snoopy's Last Supper a work of art."

Emma glanced over at Jean just in time to see the amused grin that fluttered over her lips at the comment.

"Why can't you insult me like a normal person?" Bobby asked standing up glaring down at Emma. The blonde was absolutely infuriating! She was belittling, and bitchy, and condescending, a skanky pervert from what he'd heard of her days at the Hellfire club, and completely lacking any discernable ethics or morality. He had been waiting for Jean to go all Dark Phoenix on ass, however as he observed more and more of their interactions it seemed to him as if Jean would be more likely to kiss her ass and that bugged him even more. Jean should have been smart enough not to buy what the blonde was selling even if she was emotionally vulnerable at the moment because Scott was a jerk.

"Calm down, Bobby," Jean said standing up as well moving between Bobby and Emma who was still comfortably seated on the couch. She had actually been surprised by how long all of them were able to remain in a room together before Emma provoked someone to threaten her with bodily harm. She was willing to call this somewhat of a breakthrough and retreat while they were ahead. "Emma's just forgotten her house manners."

"House manners?" Emma questioned cantankerously as Jean made her sound like a naughty golden retriever that had gone number one on the new Persian rug.

~Come on Emma~

Emma glared at her for a long moment, making sure Jean realized that she didn't at all care to be commanded and spoken to like an incorrigible seven year old. However, since she really didn't want to spend any more time with the occupants of the, once she was reasonably certain Jean gotten the message she crabbily replied ~You owe me for this~

~Night cap?~ Jean asked smiling holding her hand out to help Emma up. Offering to imbibe together seemed to be a great motivator with the blonde. ~I know this absolute lush that practically has a fully stocked bar in her room~

~Your friend sounds absolutely delightful~ Emma sent back smirking, reluctantly releasing Jean's hand when she was upright.

Bobby turned to the side as Jean and Emma went oddly silent once more, obviously holding one of the private conversations they'd been having all night. Spotting his other team members he could tell that they were covertly watching Jean and Emma's interaction as well as they moved around the room cleaning up, their eyes turning to obviously follow the telepaths once they said their goodbyes and exited the room.

"Wow," Bobby exclaimed drawing out the word for dramatic effect. "This might be the first time this home has been wrecked and still left standing."

"Can it Bobby," Warren responded immediately, his tone clipped though he was still staring in the direction the women had gone.

"I'll shut up, but you were all thinking it too," Iceman replied turning to face the others. "If Papa bear stays away much longer, he might find Goldie Locks sleeping in his bed," he continued holding up his hands. Everybody always shot the messenger. "Don't hate me for calling a duck a duck."

Warren averted his eyes, Rogue and Kitty exchanged uncomfortable looks and Hank sighed.

"Well," Ororo said finally moving towards the door without waiting for a response, "I think that's goodnight."

TBC...


	11. Chapter 11

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 11

The next night …

Emma stroked the arch of Jean's foot with her hand feeling the redhead's body shudder. She tightened her grip on Jean's ankle to keep her in place as the redhead tried to jerk her leg away from Emma's teasing finger. 'Ticklish' Emma thought to herself.

~Sorry~

But the blonde didn't sound sorry at all. She just bent her head back down and began to blow gently once more on Jean's toes, her eyes moving from the drying red paint on her toe nails to the delicate arch of her foot, up to an elegant ankle and the start of a tapered leg.

"Stop squirming, dear," Emma said reprovingly as Jean's foot twitched in her hands.

"It tickles," Jean replied watching Emma as she bent her head again to begin blowing on her toes once more.

"You're overly sensitive," Emma responded stroking Jean's instep again and feeling the woman shiver. "Case in point." She actually found Jean's sensitivity quite arousing. If her thumb and her breath were enough to make the other woman shudder she could only imagine what the use of her mouth and real touches would do to her. In fact she had imagined it quite a bit alone in her room at night.

"You just did that to bother me," Jean remarked leaning back against the pillows her back was propped on.

"Most likely I did," Emma agreed smiling slightly. "I'm completely incorrigible. I don't know how you stand my company."

"Well, free pedicures help," Jean said smiling down her body at the blonde as Emma lifted her head to regard her for a moment.

"In that case," Emma drawled lazily still watching her. "I'll do your nails next."

The blonde continued to study her for a few moments after that, so long in fact that Jean began to become self-conscious under the scrutiny as she wondered just what it was that Emma was staring at. Finally the blonde lowered her eyes however, and Jean relaxed as she saw the blonde lower her head once more.

"You're really quite lovely," Emma said as her gaze drifted back down to Jean's feet. "Even your feet are pretty." The comment was a bit obvious, far more so than anything she had said to Jean previously, but she felt confident now that the redhead wouldn't react negatively. Jean had started to initiate physical contact with her more and more after their day of shopping, and after their movie night with the other X-assholes Emma was comfortable characterizing their interactions as late as flirting. By the end of the movie she had practically been sitting in Jean's lap and the redhead had only moved closer to her. There was an attraction there and now that she was certain Jean felt it as well there was no reason to delay exploring it any longer.

Jean was surprised by the compliment but also pleased by it. Though she knew it was rather vain, it was nice to have someone say something like that. She used to get compliments on her looks quite a bit but since she had gotten married people had deemed it inappropriate to really comment. Scott was never really the type to remark on his feelings that way and that meant that it had been quite a while since Jean had been so obviously flattered.

She was about to thank Emma for the compliment when she felt a soft touch against the her foot and looked down to see Emma's lips pressed against her big toe, and then she was unable to do nothing but gasp in surprise.

Emma heard the soft vocalization but made no response to it other than to gently lower Jean's leg to the mattress and then shift slightly so that her upper body was leaning over Jean's legs. The redhead was wearing an extremely short pair of shorts that showed off her shapely legs to great effect and Emma planned to make the most of it.

While Jean was still somewhat shocked by her earlier action, Emma bent down and pressed her lips against the soft skin on the inside of Jean's knee.

"You're quite soft as well. Like silk sheets warmed by the heat of a lovers body," Emma said pulling back to observe Jean, watching as her breasts heaved as she breathed in deeply. She really was quite breathtaking, really quite lovely indeed.

"Emma," Jean said. She had intended for her tone to be warning, cautioning Emma away from whatever game it was she was playing, but the word came out maddeningly shaky and somewhat breathy.

Her hand moved from where it had been lying on the bed towards Emma's face. She needed to encourage the blonde to give her some space, her body was responding to Emma's closeness, to the feeling of her breath against skin that was sensitive and damp from the press of the other woman's lips. She was finding it difficult to think, and speak apparently, but she needed to do both.

Emma leaned into Jean's hand when she felt it come to rest against her cheek. She realized that the redhead meant to motion her away, but she wanted none of that. She could feel desire churning through her as she gazed at Jean, her hands tingled where they lay against the other woman's skin. She had waited a long time for this contact, she had waited much, much longer to touch Jean than she had waited to touch anyone she desired since she was a teenager. She hadn't quite wanted to admit it but she'd wanted to touch Jean since her anniversary and now that she had touched her, whatever control she had called upon to keep her hands to herself over the past few weeks was deserting her.

Quickly, before Jean could pull herself together and tell her to stop, Emma surged up her body using her hands to prop herself up over Jean. She then flowed downwards, quickly but gracefully and pressed her lips against the X-Woman's, the first touch brief and soft before she immediately strengthened the contact pressing her lips firmly against Jean's.

Jean moaned slightly at the feel of Emma's lips against her own, her hands coming to the blonde's shoulders. She intended to push her away, however as Emma sucked on her bottom lip and lowered her body more so that Jean could feel the length of her along her own body, her hand drifted from Emma's shoulder to her neck cupping the back of it as her lips parted.

Emma wasted no time, immediately taking advantage of the opening Jean provided and deepened the kiss. She pressed her body against Jean's rubbing against her as she felt the redhead's hand grip her neck and pressed forward kissing her forcefully, her passion rising as Jean's tongue began to play with her own.

Emma shifted as she continued to kiss Jean, manoeuvring her lower half so that she was able to get one of her thighs between Jean's legs. Then as she continued to plunder the redhead's mouth, Jean's fingers tangling in her hair and massaging her scalp in the most delicious way, as Emma wiggled her thigh spreading Jean's legs apart until she could rest her entire body between them.

Jean's exposed skin was warm and soft against her and Emma moaned softly at the contact before wrenching her lips away from Jean's and moving her head down to kiss the redhead's neck, barely resisting the urge to thrust her hips into the body beneath her.

"Want you," Emma mumbled against Jean's neck as she kissed her flushed heated skin. "Let me have you," she punctuated the soft utterance by licking the underside of Jean's chin before moving back to her mouth, claiming it with her own once more.

Jean groaned and grasped at Emma. She felt herself tighten as the blonde spoke, and as her mouth struggled for dominance with Emma's she could feel herself flush and grow slick. The sensation, knowing that she had grown wet seemed to ramp up her response and she moaned again before she grasped the back of Emma's head forcefully and rolled them over, never losing contact with the blonde's mouth.

Emma arched into Jean's body allowing the redhead to take control momentarily. Jean's hands had been occupied so she hadn't bothered to brace herself over Emma's body which meant the blonde had Jean's body fully resting against her, the warmth and weight of her body covering almost every inch of her. It was intoxicating and her own hands moved to Jean's thighs, running over the smooth skin before moving up to cup her ass.

Jean moaned as she felt Emma's hands roam over her ass before the blonde began to knead her bum cheeks, squeezing and caressing the firm globes. Her arousal flared and she tore her lips away from Emma's moving to kiss along her jaw, her teeth scraping against and nipping at the soft skin underneath. She felt feverish, almost intoxicated. She couldn't decide where to put her mouth and hands. She wanted to be touching the blonde everywhere, she needed it. She couldn't be sure but she thought that she was shaking.

Emma lifted her back off of the bed as she felt Jean begin to tug her tank top off, lifting her arms a moment later to allow the redhead to pull the flimsy white garment off of her body. She rested her hands behind her to support her weight, sitting up now as Jean straddled her lap. Her breasts heaved and she arched her back slightly presenting them to Jean's concentrated gaze.

Jean licked her lips as she stared at the pale flesh she had just revealed. Emma wasn't wearing a bra. Somewhere in her brain she realized that she had already known that, that she had noticed the uncontained swell of the other woman's breasts when she had shown up at her door, but she hadn't been prepared for the awe inspiring sight of Emma's glorious naked bosom.

She leaned forward kissing the blonde again, the force of her kiss making Emma lay back on the bed once more.

She stayed at the blonde's mouth for a long moment, her hands roaming up and down the woman's naked sides before finally she began to kiss her way down Emma's neck towards her chest.

Emma's eyes fluttered shut as she felt Jean's lips wrap around her nipple, her hips rising into the redhead's body as Jean began to suck. Emma forced her eyes open and looked down her body. She wanted to see what Jean was doing.

~So good, so beautiful~

Emma felt a painful ache in her sex at the mental whisper. She was certain Jean didn't even realize she was projecting which aroused her even more. Her hand moved to the back of Jean's head, encouraging the redhead to continue. Not that Jean seemed to need any encouragement as she captured Emma's nipple between her teeth, biting down on the hard nub before smoothing her tongue over it and sucking once again.

Emma buried her fingers in Jean's hair as the woman continued to worship her breast, her face pressed into the soft flesh as she sucked at her. The concentrated intensity of the redhead's mouth made it feel as if Jean was milking her; only instead of a baby taking food the redhead was feeding her desire with every lick, nip and oral caress.

Jean brought a hand up to cover the breast she wasn't currently feasting on, her mouth still working Emma's other breast desperately. She was convinced that she could spend the rest of her life right where she was kissing Emma's glorious breasts until the end of time. It felt good, it felt so good to be that close to Emma, to be pressed against her and feel the blonde's magnificent body move against her own, the warm, soft press of Emma's skin, her skin and soft exhalations driving Jean wild.

Jean's eyes tracked to the side, watching her hand as she fondled Emma's breast, her fingers pinching and then rolling the blonde's hard nipple. She began to kiss her way across Emma's chest to replace her hand with her mouth when she caught sight of something out of the corner of her eye. Focusing she realized that it was the edge of the picture frame on the nightstand, and tilting her head slightly to the side Jean was able to see the entire picture. It was her and Scott, standing side by side his arm around her shoulder as she looked up at him grinning as he looked into the camera with a goofy smile on his face.

Jean froze.

Emma stared at Jean wondering where the panicked expression that suddenly crossed her face came from. She noticed Jean looking to the side and turned her head to follow the redhead's gaze, her eyes landing on the photograph a moment later. Emma closed her eyes and fought the urge to sigh audibly though she couldn't help doing it in her head. 'Oh for the love of God,' she thought before reaching out to touch Jean's face lightly, drawing her eyes away from the accursed picture. She knew she should have told Jean to come to her room.

~It's okay. Keep going~ she looked into Jean's eyes as the redhead blinked at her. If she'd had any doubts that Jean wanted her, the other woman's response to her had erased them from her mind. Truthfully she'd thought that she'd need to coax Jean along a little more, but the redhead's passionate reaction had far surpassed her expectations.

"I can't," Jean responded remaining where she was for a second longer before pulling back, lifting her head out of Emma's hand and shifting her body off of Emma's.

Emma allowed her hand to fall to her side as she watched Jean retreat from her. She couldn't help the sigh that escaped as the redhead sat up. She shuddered slightly, her body was still thrumming with the after effects of the redhead's touch.

Jean stared at Emma for a long moment after she pulled back. The blonde had made no move to cover herself leaving her flushed skin to Jean's, she had to admit, hungry gaze. Jean forced herself to look away from the enticing display in front of her, turning her head to look over the side of the bed. Emma was attractive and she could not deny that she was strongly, very strongly attracted to her, but she couldn't … and she needed to remove the temptation because her will power had shown itself to be severely lacking.

Jean twisted slightly and reached over the edge of the bed to the ground coming up a second later with Emma's tank top in her hand.

~I'm sorry~ Jean sent holding out the top to Emma who was still in the same position on the bed staring at her. Her eyes began to track down to the blonde's breasts and her swollen nipples. She averted her eyes once again. ~I'm so sorry, I …~ she stopped and blinked as a wall suddenly slammed down in front of her. She realized that Emma had just blocked her from her mind, closing the small opening that had of late been left open for casual contact. "Just can't," she finished weakly out loud.

Emma watched her for a moment then grabbed her shirt and swung her legs over the bed, moving to stand with her back to Jean. Keeping her back to the redhead she began to fiddle with the shirt trying to untangle it but not doing a very good job of it. She couldn't really see the shirt, and as she felt a slight burning in her eyes she realized that she was on the verge of crying.

The sting of tears surprised and angered her and she straightened her back. She had been prepared for the possibility of rejection when she had first made her move on Jean, she had been prepared for rejection since she had first decided that she wanted the redhead and began to slowly and subtly court the redhead. But she had forgotten her concerns when Jean responded to her so intensely. Rejection had been the last thing on her mind as Jean's hands roamed her body and her mouth devoured her.

Emma thought she had her, and she had wanted her, badly. And not just in a lust filled a way. As the blonde finally managed to sort out her shirt and pulled it over her head she realized that she'd be content to just lay with Jean if the redhead wasn't able to do anything more at the moment. She wasn't a cuddler by any stretch of the imagination, in fact she usually couldn't wait to get away from her lovers after they had finished with the act itself, but she wouldn't have minded just laying with Jean. Sure she was still rather aroused and it might have been awkward at first, but she would have done it just to be near her. She liked being near her.

She debated whether or not she should suggest it to Jean, and then winced. She knew what the answer would be and still had enough dignity not to subject herself to that. She was, she realized with a certain amount of discomfort, already too emotionally involved with the redhead and that never led to anything good.

She brought her hand to her face and pinched the bridge of her nose, hoping that the action would suitably cover the quick wipe she gave to her eyes. 'Jesus,' she thought to herself, 'fuck' as she realized how much she had come to care for Jean if this was enough to make her so emotional.

Her shoulders slumped slightly. She truly hadn't expected to react so strongly. It was not a comfortable feeling for her.

Jean watched as Emma pinched the bridge of her nose, her shoulders sagging slightly, and moving somewhat on instinct crossed over until she was standing behind the blonde. If she had thought about it she would have realized that any attempt at comfort wouldn't be well received, but she had gotten so used to trying to console Emma over the past few months that the action was instinctual.

Emma tensed as she felt Jean's hand on her shoulder, remaining perfectly still for five seconds before suddenly twisting her body around so that she was facing the other woman. She stared at her for a moment, studying her guilty, shamed, longing and worried expression. Then even though she had no conscious thought of doing so, she surged forward quickly bringing her lips against Jean's once more, kissing her haphazardly, messy and imprecise … desperate.

She pulled back when she realized what she was doing and stepped around the immobile redhead taking a few steps toward the door with her back to Jean.

So much for not seeming desperate.

"I'm married."

The comment surprised Emma and she twitched slightly as the sound of Jean's voice assaulted her ears disturbing the quiet that had settled across the room minutes before.

"Yes, I'm aware," Emma replied crisply. She was glad to note that her voice was as haughty as ever, and briefly considered tagging on an insulting addition to her comment along of the lines of 'though it slipped my mind, and yours too apparently, as you sucked on my tits like they were hard candies'. She decided against it however, because for some reason the idea of deliberately hurting Jean's feeling didn't make her feel better. "I'm leaving."

And with that Emma began towards the door again.

"Emma," Jean said not sure why she had called the blonde's name since she had absolutely not idea what to say to her.

"Not really the time to chat," Emma responded dismissively, saving Jean from fumbling around for something to say as she reached for the door knob.

Emma paused in the open doorway a moment later turning back to look at Jean as if she were going to say something, but then a determined look settled across her features and she turned back around without saying a word and softly closed Jean's door behind her.

Jean closed her eyes tightly when she heard of click of the door and sat down on the edge of the bed dropping her head into her hands. She'd screwed up. She'd screwed up big.

She lifted her head from her hands and crawled up the bed feeling utterly and completely exhausted. Grasping her pillow tightly she buried her face in it and hoped that sleep would come soon. She'd deal with the mess she'd made in the morning. Trying to relax she inhaled deeply and sighed. The pillow smelt like Emma. The blonde's head had been resting on it and it now bore the scent of her shampoo. Jean glanced past the pillow to the picture on the nightstand that had caused such upheaval minutes before. She new she should get another pillow or change the sheets or do something to remove the evidence of Emma and what they had been doing from the room. But as she breathed in again, she just couldn't get it up to move. Oddly enough Emma's scent relaxed her and even though the blonde was gone and she knew she shouldn't feel what she was feeling, she didn't quite want to let Emma go completely.

Jean glanced at the picture again and then reached out and placed it face down on the night stand before rolling over onto her other side with the pillow and closed her eyes.

TBC...


	12. Chapter 12

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 12

Two days later…

Jean found her eyes drifting away from her salad once more to look outside of the cafeteria window. Emma was outside, her hair shining in the sunlight, her white outfit making her stand out from the other figures in the yard even more than her beauty did. She was slowly walking back and forth supervising a baseball game that was going on giving Jean an extended view of the woman's beautiful body in motion.

"Is everything alright?"

Jean blinked and ripped her eyes away from the lithe figure outside of the window turning to look at Ororo who was watching her keenly. Ororo had probably been talking to her.

"What do you mean?" Jean asked looking down and spearing some pieces of lettuce and cheese.

"You two were getting rather close," Ororo responded ignoring Jean's attempt at evasion. She was perfectly aware of who the redhead had been watching through the window and wasn't going to waste time pretending she didn't know that Emma Frost was on her friend's mind. "You can pretend you have no idea what I'm talking about, but clearly something happened," she continued when Jean simply glanced up her with wide eyes.

Jean stared at her white haired friend for a moment trying to decide what she should do. Ororo obviously knew something was up, so if they talked what she said probably wouldn't come as a huge surprise to her friend. However, Ororo was Scott's friend too and she didn't want to necessarily put her into a position where she had to keep secrets from him. Not that he was around for Ororo to be confronted by.

"Let's go for a walk," Jean said finally. Scott wasn't around, and she needed to talk. She knew that Ororo would keep her confidence and there wasn't a person besides the professor in the mansion whose opinion she respected more.

-

They walked in silence for a few moments along the winding driveway at the front of the mansion. Jean didn't want to be anywhere where there were prying ears, but she also didn't want to have Emma in sight, which meant they had to move to the front of the school.

"I'm attracted to her," Jean said finally, the words followed by a long punctuated sigh.

"I know," Ororo responded glancing over at Jean.

Jean closed her eyes and shook her head. "Is it really that obvious?" she asked not sure what she thought about that, and wondering who else might have noticed.

"To those that know you," Ororo replied diplomatically.

"Something happened a couple nights ago," Jean began deciding to worry about the bedroom eyes she had apparently been giving Emma at a later date. "I … she kissed me. I mean she kissed me, and I let her," she continued glancing over at Ororo watching her reaction to the revelation carefully. "Things got a little … heated after that," she continued looking away from Ororo to stare at the grounds around them.

"You slept with her?" Ororo asked trying to make sure she understood exactly what it was Jean was confessing to. Though she tried to keep the sound out of her voice, she was actually rather surprised that things had progressed that far. She had seen her friend's attraction to the blonde, and knew that Emma was actively flirting with Jean, but she hadn't really expected anything to come of it. She had assumed at most that Jean was flattered by the attention and that Emma was simply testing the waters to see how far Jean would let her take things before putting a stop to it.

"No," Jean replied quickly and vehemently. "But I wanted to," she admitted her voice softening with the admission. "And I very nearly did," she continued remembering the feel of Emma's skin against her own, the taste of her mouth, the feel of her thighs pressed against her and the warm weight of her body beneath her. She had definitely wanted to. "I only stopped because I saw of picture of Scott and was overcome with guilt," Jean continued suddenly seized by the desire to lay it all out on the table and confess the extent of her sin. "If I hadn't seen it," she continued shaking her head. "I feel guilty, I do. I'm ashamed of myself, to think that I almost … but I … I still…"

"Want her," Ororo supplied seeing where Jean was going and understanding why it was difficult for her to get the words out of her mouth.

"Yes," Jean admitted. "But it's not just that," which was what made it so difficult. "It's not just sexual. In a way I wish it was because that would make things so much easier. Sexual frustration I could take care of myself," she went on before pausing momentarily and blushing as she realized what she had just said. "But I like her Ro. I really like her. She's smart, and funny, and sweet in this really bizarre and cantankerous way, and I feel … I'm afraid that I'm …" she paused, running an agitated hand through her hair. "I don't know what to do. I've tried avoiding her but I can't stop thinking about her, and …" Jean stopped suddenly her gaze clouding over momentarily. She sighed not believing the timing. Professor X was in her head calling her, he needed to speak with her immediately.

"It's the professor," Jean said a moment later focusing on Ororo once more, not quite able to keep the irritation out of her voice. "I have to go."

Ororo nodded reaching out to squeeze Jean's shoulder reassuringly. "We'll talk later," the weather witch said releasing her hold. Jean nodded and started back to the building. Ororo watched her leave, a worried expression covering her face.

TBC...


	13. Chapter 13

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 13

Emma paused as she reached the doorway of the kitchen, stepping back and to the side quickly so that she was hidden from sight from the occupant of the room. Letting her head fall back against the wall she tilted her head up to contemplate the ceiling and breathed in deeply. She'd been doing her best to avoid Jean since the incident in her bedroom a few days before and she knew that Jean had been trying to avoid her too, though she had found that despite their obvious attempts at evasion their eyes had an annoying habit of finding each other quite often across the quad, across the dining room table and down hallways.

She'd spent much of that very day contemplating the situation she found herself in with Jean and what to do about it. She'd thought that if she just decided to not acknowledge the redhead or her attraction to her that that would take care of the matter. Whenever she'd tired of someone in the past deciding that she was no longer going to bother with them and putting them out of her mind had actually put them out of her mind. However, like most things with Jean, this no longer worked for her either. She found herself thinking about the redhead just as much if not more since their self-imposed hiatus from each other, and she knew exactly why that was.

She actually, genuinely cared about Jean Grey. She had known for a while that she lusted after her, she had even acknowledged quite a while before that she enjoyed the redhead's company, but it was more than that and it was that deeper connection that she had been fighting to avoid admitting to.

The truth of the matter was she wanted to be with Jean Grey. She didn't just want to fuck her – though she did want to fuck her. She didn't just want to spend time with her when she couldn't think of anything better to do. She wanted to make love to Jean, slowly, often and repeatedly. She wanted to lay with her afterwards and talk to her. She wanted to spend her free time with the other woman, and missed her, actually _missed_ her when she wasn't around.

She wanted to be Jean's girlfriend and as annoying as she found idea, she couldn't deny it. And that was a huge fucking problem, because as their last significant encounter had reminded them, Jean was married.

Of course, she was married to a selfish, self-righteous, douche-bag and that comforted Emma somewhat.

When she had realized that being away from Jean was making her miserable, and that she really disliked being miserable she'd decided that she was just going to have to win Jean over, and the fact that Scott was a little bitch-boy that ran away from his wife because he was angsting made the possibly of doing just that much more plausible then it may have otherwise been.

Besides, Jean wanted her too, she could see it in her eyes when they looked at each other. She could feel it the other night as they touched each other. She wanted Jean, Jean wanted her, and Scott wanted space, so it very much made sense to her that she should be with Jean, while Scott got to enjoy all of the space he could possibly want, alone.

Emma straightened her shoulders and headed into the kitchen.

xxx

Jean looked up, not particularly surprised to see Emma enter the kitchen. She hadn't been certain but she'd felt the blonde's presence a few moments before nearby and knew that it was probably only a matter of time before she made her way into the room.

"Ice cream's all gone," Jean said by way of greeting her eyes lingering on Emma's form for a moment before she lowered her gaze back to her bowl. The blonde was in a knee length, sheer white nightgown that excentuated every single one of her exquisite curves and Jean knew her gaze would soon turn into oggling if she looked at the blonde any longer.

"I guess you'll just have to share then," Emma responded moving to the side and opening a drawer to take out a spoon before moving to an empty stool on Jean's right.

Jean shrugged and moved the bowl to the side slightly so that Emma wouldn't have to practically sit in her lap in order to reach it.

Since Emma had come into the room knowing full well she was in there, Jean had expected the blonde to say something, to try and initiate some kind of conversation, but Emma didn't make a sound and Jean found that she had no idea what to say, leaving them in silence.

Jean gave up on the ice cream leaving it Emma and began fiddling with her spoon trying to think of something that would break the awkward, oppressive silence that covered the room.

Distractedly Jean brought the spoon up to her mouth to lick away remnants of vanilla that still covered it, but preoccupied as she was she missed her mouth and ended up hitting her cheek with the spoon, leaving a dollop of white cream on her face.

"First day with the new mouth, dear?" Emma asked almost as soon as Jean realized what she'd done. Jean resisted the urge to sigh, it figured that Emma would've seen that. Still, despite her embarrassment she was somewhat glad to be teased, it felt very familiar and hope momentarily flared in her chest that things might be able to go back the way they were before. And she wanted that, she still wanted to be friends with Emma. She did genuinely like the other woman.

"Apparently," Jean muttered putting the spoon down before lifting her hand to begin cleaning off the icy treat. However before her hand got there she felt a warm hand cupping her cheek, Emma having beaten her to it.

"Hold still," Emma said encouraging Jean to shift on the stool slightly so that she was looking straight at her. With that she then rubbed at the spot with her thumb transferring the glob from Jean's face to her finger. Emma removed her hand for a moment staring at the messy digit and then stuck her thumb in her mouth, cleaning it off before reaching for Jean again, using the now clean and damp digit to remove any residual stickiness that may have lingered after her first pass.

Emma remained cupping Jean's face in her hand after she had finished cleaning the woman up. She couldn't read the redhead telepathically, but she could see desire and longing in her eyes. Her touch was affecting the redhead, she was certain of it, if she leaned in and kissed her she was certain that Jean would allow the contact.

Jean met Emma's searching gaze even though she wanted to look away. The blonde was studying her, her eyebrows furrowed slightly in thought and Jean wondered what she was thinking. There was something sad and yearning beneath Emma's studious gaze and Jean wanted to reach out to her, she wanted to touch her.

Emma blinked but didn't move as she saw Jean begin to sway towards her, her eyes closing seconds before the redhead's lips landed against her own, pressing softly. She brought the hand that wasn't still on Jean's cheek to rest on her thigh, and leaned forward responding to the tentative contact Jean had initiated.

Jean pulled back to gaze at Emma, watching as the blonde's sky blue eyes slowly opened. 'She had her eyes closed' Jean thought as she reached out to the blonde, her fingers moving to Emma's mouth, brushing against her lips. She found it incredibly sweet and extremely sexy that Emma had had her eyes closed.

She leaned in again, deepening the kiss this time, allowing her tongue to enter Emma's mouth, drinking in the blonde's soft sigh. Emma's mouth was warm and welcoming, the hand the blonde still had cupping her soft and gentle. Emma felt so good, it felt so good to be touching her and to be touched by her. She just wanted to fall into Emma's arms and be enveloped by her.

She found herself slipping off of the stool and into a standing position, taking a step closer to Emma, never once losing contact with her lips, until she was standing between Emma's spread legs, the blonde's head tilted up to meet her lips. Her movement caused Emma's hands to leave her face and leg, but the blonde soon settled them on her hips, one hand moving behind Jean to stroke her back as their lips continued to move against each other.

Jean broke away from the blonde's lips once more, and grasped the hand Emma had placed on her hip. She lifted it bringing it to her mouth, kissing Emma's palm before lowering the hand, placing it over her breast, holding it there for a moment. Jean could feel Emma's bare thighs against her own, the shorts she was wearing allowing much of their skin to come in contact and dropped her hand to Emma's thigh, running it up along the length of Emma's leg pushing the helm of her gown up as she luxuriated in the silky smooth feeling of Emma's skin.

Emma's lips parted and Jean knew that she could feel the hardening of her nipple through the thin material of her night shirt. She began to lean down again, intent on capturing the blonde's lips once more.

"No I'm sure she was Russian. A crazy Russian, but then again that distinction is kind of redundant, isn't it?"

Jean froze as Bobby's voice reached her ears. She stared at Emma for a moment and then pulled back, groping behind her for the stool she had been seated on before, settling back down on it and spinning so that she was seated behind the counter. She saw Emma smooth down her nightgown and then the blonde shifted so that she fully seated behind the counter again and picked up her spoon twisting it idly between her fingers as figures appeared in the doorway.

"Jean! Frosty!" Bobby greeted loudly with a smile. He was very clearly drunk. "You ladies missed an excellent night out. There were shenanigans," he continued as Ororo, Kitty, Rogue and Peter followed him into the kitchen. "Shenanigans were had. But I'm sure whatever you two were doing was fun too," he went on leering at them though his eyes were mostly focused on Emma's chest.

"You're drunk," Kitty said moving to the fridge interrupting the silence that followed Bobby's last remark before it could become awkward. "Here," she said removing a bottle of water. "Drink, I'm not babysitting you for the rest of the night, and I'm certainly not cleaning up."

"Is there any ice-cream left?" Rogue asked ambling over to the counter taking Kitty's clue and striving for normalcy. Honestly she was having a hard time not staring at Emma's breasts. It wasn't _that_ cold in the room, and she began to wonder if there was anything to Bobby's drunken insinuation.

"Fraid not," Jean replied forcing herself to appear normal. "Emma finished it off," she joked automatically slipping into a familiar pattern of teasing, one that she quickly discovered Emma wasn't in the mood to reciprocate. Not that she could blame the blonde woman considering what had been going on before the others crashed their party.

Emma turned to look at Jean and frowned. "Despite Tiger's allegation I don't make it a habit to sneak down here in the middle of the night to steal frozen milk products," she replied looking over at Rogue, the dissatisfied and annoyed look still on her face.

"Then why is the bowl in front of you?" Kitty asked moving over beside Rogue so that she could see the countertop.

"And why do you have a spoon?" Bobby accused pointing at the spoon Emma was absently stroking with her thumb.

Emma looked down at the spoon in question and then glared at Jean before turning her icy gaze on the other occupants of the room. To say that she was not in a very charitable mood at the moment would have been a very generous description indeed. She didn't enjoy being teased by the other X-Men on the best of days and she certainly didn't appreciate their drunken ribbing at the moment. Things had been going rather well with Jean before they had shown up, she hadn't even really needed to turn on the old Frost charm to get the redhead virtually pressing her up against the kitchen counter and the interruption was not appreciated.

Emma's jaw clenched, her nostrils flaring slightly before she pushed her stool back and stood up. She wasn't in the mood to deal with this shit. "Gushingly glad we had this opportunity chat," Emma said, her voice flat and aloof not making the least bit of effort to pretend that she was anything but exasperated and irritated with the lot of them.

That said the blonde then dropped the spoon she had been holding onto the counter and strode out of the kitchen without another word.

"Maybe she's not a night person," Kitty suggested smirking once Emma was out of sight.

"She's not really a morning person either," Bobby added helpfully.

"Or an afternoon person," Kitty supplied in case anyone was wondering.

"Evening isn't really her forte either," Bobby finished causing laughter to briefly ripple throughout the room.

Jean stood up wearily not in the mood to deal with the banter and Emma bashing. Picking up the bowl and her spoon as well as Emma's she moved to the sink and deposited them before moving towards the door.

Ororo caught her eye as she was about to leave and Jean held the other woman's gaze for a moment before biting her lip and shaking her head wearily.

She really didn't want to talk about it.

TBC...


	14. Chapter 14

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 14

Two days later…

Jean stared at the back of her door for a long moment as more impatient knocks sounded. She knew that it was Emma on the other side, and she was aware that Emma was quite aware that she was inside the room, but despite the fact that she knew she had been caught she was giving serious thought to just walking away from the door and leaving the blonde to stew. It wasn't that she wanted to upset Emma, it was just that she just wasn't sure that she was up to dealing with the blonde at that moment. She didn't seem to have much self-control when it came to Emma these days if the incident in the kitchen, the _kitchen_ of all places, was any indication, and her lapses in will power just seemed to be making the situation worse.

She didn't want to be a tease. She didn't want to continue screwing with Emma's emotions behaving one way and saying something different. She didn't want to lead the blonde on, which was why she had once again tried to avoid her. She knew that nothing could come of their attraction and she didn't want to end up in another lip lock or groping session with the other woman only to douse her in cold water once more. Not being around each other, especially in bedrooms, was the only way to be fair to both of them.

There was a brief pause in the knocking and for a moment Jean thought with relief that the blonde had left. However, just as she was about to turn away from the door and head to a mirror that she could then stare into while obsessively telling herself that she loved her husband, she felt a gentle nudging at her mental shields and lowered them enough to hear what Emma had to say.

_~Jean.~_

Jean stayed where she was not daring to move a muscle.

_~Jean.~_

Jean closed her eyes. She wasn't going to open the door. She couldn't or she'd end up falling into Emma all over again and nothing would be solved. She was married, she couldn't do this. No matter how much she wanted Emma or Emma wanted her. She simply wasn't in a position to pursue it. However, she realized that her mind was considerably ahead of her body in figuring this out and that until her body caught up it meant that the door had to stay closed.

_~Dammit Jean!~_

Jean's hand started to shake and she made a fist willing it to stop. Emma was upset, she could understand that. The blonde had every right to be mad at her. She hadn't meant to, she truly hadn't meant to, but she had led the blonde on. She had been weak a few nights ago, she had given into her inappropriate desire for the blonde, and it had been so …

Jean bit her lip trying to hold back a moan. Emma deserved an explanation and an apology, and she would give her one. She just couldn't do it at that moment, she just couldn't face her yet.

_~Please.~_

Jean blinked rapidly her eyes stinging and brought her hand up to rub at them. Emma's mental voice was pleading, she sounded so small, so very unlike Emma and it made her want to throw the door open and draw the blonde into a huge hug.

_~Do you want me to beg? Will you open the door if I fall to my knees? Do you want me to grovel? How much do I have to debase myself for you to open the door?~_

Jean sighed and reached for the door knob.

Emma didn't say anything as she entered the room, she simply stalked by Jean without even sparing a glance at her.

Jean closed the door. It was time to face the music.

"Emma, I …" Jean began, but before she could say anything the blonde was in front of her, and then she was kissing her hard, her hands gripping Jean's biceps pulling her into her.

Jean wilted into the kiss responding automatically to Emma's demanding lips before realizing that she was doing the exact thing she had sworn not to do.

"Emma stop," she said struggling against the blonde's hold. "We can't do this. I can't do this."

"You can," Emma responded. She stopped trying to kiss Jean but didn't release her. "You want to," she continued staring at the redhead, lust, rage, frustration, tenderness, and uncertainty all warring within as she gazed at Jean. She was tired of waiting, she didn't wait well. She was a go getter. If she wanted something she went and got it, but she'd tried to push down her more predatory instincts with Jean and it hadn't gotten her anywhere. She'd hoped that if she just gave Jean time to come to terms with her feelings that the redhead would come to her. But Jean was taking to long, and Emma realized could probably take a whole lot longer debating with herself and living in self denial. She had to force the redhead's hand. It was time to be proactive and embrace her inner alpha.

"Scott," Jean began to say.

"Isn't here," Emma interrupted. "Hasn't been here. I have. I am. And I want you. Desperately," she continued whispering the last word because it was true and that meant she had to force it past her lips.

With that she kissed Jean again and felt the redhead respond once more, her body relaxing against her own. There was no denial with reactions like this, Jean had to realize that.

Jean felt one of Emma's hands release her arm and then move down between their bodies. She tensed slightly into the kiss unsure what Emma was planning. She could feel the blonde's arm resting between their bodies, but Emma made no move to touch her where she thought and she relaxed into the blonde's kiss once more.

Long, breathless moment later Emma pulled away from Jean's lips and stared at her. She met Emma's gaze not bothering to try and hide her desire. Emma was right, she did want her. She wanted her badly, she wanted to give in to what she was feeling so very, very much, but she just couldn't.

Jean opened her mouth, the first syllable of Emma's name on her lips but before she could get the sound out she felt Emma's fingers on her lips tracing the soft full flesh of them. Jean's eyes fluttered shut at the feeling, her brain noting somewhat distractedly that Emma's finger tips were damp. As she felt the blonde's other hand come to rest on her hip she began to wonder why that was when a familiar musky scent registered with her.

Jean gasped her eyes opening wide as she realized where Emma's hand had been when it dipped down between them.

She shivered lightly and Emma leaned forward brushing her lips against Jean's cheek before whispering, "From just the thought of you."

Jean breathed in shakily, realizing her mistake the moment she did and she smelled Emma's arousal once more. Her lips begin to part and before she could even think about what she was doing, they wrapped around the tip of Emma's finger, tasting the blonde woman's passion. Her eyes closed again and a small, chocked sound escaped from Jean's throat as she tasted Emma for the first time. Her hand flew up capturing the blonde's wrist, holding her hand in place and turned her head further to the side taking Emma's finger fully into her mouth sucking on it with an almost pained whimper before releasing the digit and kissing the blonde soundly on the mouth.

"Emma," Jean said finally able to get the blonde's name out though this time there was no protest in her voice. This time her tone was longing and inviting.

She tried, she had tried so hard. She knew that she shouldn't, she knew it was cheating but she wanted the blonde badly. She just couldn't fight it anymore. She'd been alone for too long and Emma felt so good pressed up against her, she tasted so good. Scott had denied her for so long that she had almost forgotten what it was like to be wanted, to see someone look at her consumed with desire, but as Emma gazed at her she knew the intoxicating effects of that feeling once more.

Emma leaned forward her arms wrapping around Jean's waist and she pressed her lips against Jean's sighing contentedly into her mouth. She had heard Jean's tone and understood it.

She knew that Jean wouldn't stop them this time.

xxx

Three hours later …

Jean licked her lips, chewing on the soft flesh for a moment. She could still taste Emma on her lips and it made her clench longingly below her waist. She leaned forward and pressed her lips against Emma's, kissing her slowly, in long, luxurious strokes her hand moving to Emma's side caressing the smooth, silky skin of her torso indolently.

She felt so incredibly relaxed, but more than that she felt happy and content.

She felt Emma smile against her lips and yelped a moment later as the blonde's fingers began to dance across her stomach tickling her.

"Stop that," Jean squealed slapping in Emma's general direction, her hands encountering nothing but naked skin.

"That's how I held you for the first time," Emma said softly stopping the tickling, her hands moving against the flesh of Jean's tummy tenderly and without purpose, simply touching the other woman. She bent her head down and placed her lips just above Jean's belly button pressing a soft kiss to her skin before kissing her way up the redhead's torso, stopping briefly to take a nipple into her mouth before continued up to Jean's mouth to kiss her.

Jean met Emma's lips, her hands moving to the blonde's hips pulling her closer. The kiss to her breast had been gentle and playful, but Jean could feel her desire beginning to rise again as they kissed. The nipple Emma had kissed was now rock hard, and as Emma shifted to cover her with her body, her breasts lowering to press against Jean's she felt the other one begin to follow suit.

"Emma," Jean said when Emma pulled back to kiss her cheek and along her jaw. "You're getting me wet again."

Emma smiled against Jean's throat, giving a slow grind against the redhead's hip before dipping a hand down between their bodies. Sure enough she could feel moisture beginning to pool there once again. She nipped at Jean's neck and ground her pelvis against her once more.

"I can take care of that for you," Emma mumbled against her neck before moving to kiss Jean's shoulder, her fingers rubbing very lightly along the redhead's slick folds. At this point in the night she knew that Jean's clit would be especially sensitive after all of the attention she had paid to it earlier and that she had be careful to make sure that what she was doing was still pleasurable.

"I think if I come again I might die," Jean replied never the less coaxing Emma's mouth back up to hers and kissing her soundly. She felt Emma smile into the kiss and when she pulled back she could see the blonde's blue eyes practically shining with mirth.

"That's the point. As long as it's only a little," Emma drawled softly her fingers still moving languidly between Jean's legs. Despite what the redhead said, her body was responding beautifully and Emma was sure she could get another couple orgasms out of her before they passed out due to exhaustion. "Besides I hear that's not really a problem for you."

"You realize of course that'd leave it to you to explain to the team why I need resurrecting, right?" Jean asked smiling, her hips beginning to slowly undulate against Emma's hand. "Jean Grey. Beloved daughter, friend and teacher. Killed by le grande morte."

"What? Death by orgasm isn't fancy enough for an X-Woman?" Emma asked slipping a finger inside of Jean as she spoke, biting her lip as the redhead gasped and thrust her hips up to meet the penetration.

"Come here," Jean said ignoring Emma's last comment, kissing the blonde soundly when she moved within range.

Emma leaned back a second later allowing Jean access to her neck her throat, moaning as the redhead kissed her way towards her chest, biting at the soft swell of her breast before taking a nipple into her mouth and sucking. She found it endlessly arousing that Jean was a breast woman.

Emma was distracted from her thoughts about Jean's favorite body part as she felt herself being turned over, a loss of sensation alerting her to the fact that Jean had pulled off of her fingers when she had moved them. She felt like complaining since she thoroughly enjoyed the feeling of being buried within the redhead, however as Jean moved to straddle her she kept quiet. For most of the night she had been on top, but occasionally Jean had taken control as she was doing now and Emma had found those times extremely enjoyable.

Jean reached down and took Emma's hand guiding it back to sex. Cradling Emma's hand in her own for a moment, she bent down the blonde's pinky finger and thumb and then looked up at her smiling as she guided the remaining three extended fingers between her legs.

Emma matched her smile and lifted her head meeting Jean's mouth as the redhead impaled herself on Emma's fingers and began to slowly ride her hand.

Emma brought her free hand around Jean's back resting her palm in the small of her back, supporting Jean as she moved against her, lifting her head to kiss the redhead's chest and breasts as Jean's movements became more urgent.

Emma felt Jean's mind brush against her own and lowered her shields. They hadn't done this before during their hours of lovemaking but Emma had been expecting it and was looking forward to it even though she was feeling a bit anxious. She had been in previous lover's minds as they had reached orgasm in the past but she had never had anyone in hers before. She had never lost herself in the sensation before, her mind merging with someone else's until it was impossible to tell where one mind began and the other ended. She had never trusted anyone enough.

She felt Jean tense almost immediately, the redhead's pleasure and affection rushing over her like a tidal wave, and she could feel the reciprocal flood of emotion leaving her. Jean's body began to shake and her eyes closed tightly for a moment before opening, tears streaming down her face when they did. Emma surged up and Jean leaned down their lips meeting halfway with bruising intensity as the redhead's hip began to buck wildly as she climaxed warm liquid coating Emma's fingers as they clung to each other. Emma's breath hitched at the same time Jean's orgasm echoing through her, her own body shaking and convulsing beneath the redhead's. She could feel her fingers inside of herself as if she were Jean, and the pleasure of their orgasms mingled together in their minds creating one very grande morte that seemed to go on forever exponentially expanding itself until they literally couldn't take anymore.

"Oh my god," Jean gasped collapsing on top of Emma what had to have been over a full minute later. She could still feel the blonde inside of her mind, and it intensified the feeling of the blonde's fingers still stroking gently inside of her. "My god," she whispered again burying her face in Emma's neck as the other woman wrapped her hand around back hugging her tightly. She had never experienced anything even remotely like that in her entire life.

Emma kissed her temple, then kissed the top of her head, her body still trembling. She felt raw. She felt like she had just been cut open and everything inside of her was threatening to spill out. But Jean was there around her, holding it all in, holding her together. She was still shaking but it no longer had anything to do with the orgasm she had just had. She felt so incredibly open and pressed herself against Jean more tightly, clinging to her with all of the strength she had left in her body as if the redhead really were stopping her from falling completely apart.

"Emma," Jean said softly, wrapping the blonde up tightly in her arms. She was crying. "Oh Emma," she whispered kissing the blonde wherever she could reach, stroking her skin softly, keeping herself in Emma's head, sending warmth and love to her much as she had done that terrible night after the attack on Genosha. Only this time it wasn't tears of pain but tears of happiness that rained down upon Jean and as the redhead reached around with one hand until she found the edge of the sheet and drew it up over them, she began to shed a few tears of her own.

TBC...


	15. Chapter 15

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 15

Jean blinked against the morning light shining into her eyes and groaned rolling over - right into a warm body – in an attempt to block it out. Emma, she thought smiling and wrapping her arms around the blonde nuzzling against her for a moment, enjoying her scent and the warmth of her body before opening her eyes.

"Good morning, Tiger," Emma replied smiling down at her as Jean blinked at her sleepily, Emma fuzzy but radiant to her still sleep blurred eyes. "You're precious in the morning," Emma continued reaching out to brush some stray strands of hair out of Jean's face.

"Mmm," Jean moaned unintelligibly before burying her face in Emma's neck once more, kissing the warm skin she found there causing Emma to twitch slightly. "Hmm," Jean mumbled sounding much more awake. She kissed the spot again, and once again Emma twitched.

"Do stop that, dear," Emma complained reaching out to place her hand on Jean's shoulder, stopping her from leaning in again.

"So you are ticklish," Jean noted with a somewhat devious smile on her face.

"Not much," Emma replied, "though I do have my weak spots. However since you've only found one, and I've found quite a few more on you," she continued punctuating her statement by giving Jean a little tickle. "I think you might want to hold off on any declarations of war."

Jean had to admit she had a point. She'd find a way to exploit that weak spot one day however.

Jean pulled back from Emma slightly and propped herself up on her elbow so that she was looking down at the still reclining blonde. She wasn't sure if it had been sleepy motions, or her early morning hugging, but the sheet had fallen down revealing Emma's breasts and much of her flat stomach. Jean was sure that meant she was just as visible but her own nudity didn't interest her nearly as much as Emma's did.

"You're so beautiful," Jean said softly, reaching out with her free hand. She began by resting her finger on Emma's lip, smiling as the blonde playfully nipped at it before running her finger across her jaw, and then her neck, moving it further down in between the valley of her breasts and down her torso before dipping it in her belly button and pulling away.

She leaned over and kissed Emma softly suddenly needing to feel her.

"Jean."

Emma's voice was surprisingly serious when she pulled back, and Jean turned her full attention towards the blonde. She knew that they would need to have a talk about what had happened, but it surprised her somewhat that Emma was initiating it and so soon.

Emma sighed averting her eyes to stare out into the room once Jean focused on her. "You've seen more of me than any other living soul." The words were sighed softly but there was a weighty gravitas to them that Jean didn't miss.

Jean reached out and stroked Emma's cheek. She understood the subtext of Emma's simple comment. What Emma had really said was 'I trust you. Don't hurt me.'

Jean nodded and then lowered her head resting it on Emma's shoulder. She needed a moment to compose herself. She knew that no matter what she decided to do she was going to hurt somebody that she loved and the knowledge of that weighed on her heavily. She had made a promise to herself months ago that she was going to show Emma that there was such a thing as trust and that she could trust her. She had sworn that she wouldn't be one more person in Emma's life to give up on her, that she wouldn't abandon her or leave her like so many people had in the past. She had promised herself that she was going to show Emma that people wouldn't always let her down. And she had. Emma Frost had opened up to her the night before more than any other person in her life had, more than her own husband had. She had wondered when she first set out to befriend the blonde if it would ever be possible to really get the woman to trust her and now she had her answer. Yes, resoundingly yes, she could and she did.

The question before her now was what she was going to do about that. Because as much as she had made promises to Emma she had also taken vows with Scott. Vows she had broken so completely and satisfyingly with Emma the night before, and had been breaking bit by bit with the blonde for weeks before.

Jean propped herself up once more and looked down at Emma.

"I love you," she said softly, blinking as she studied the blonde's features. "I do, God forgive me, I love you," she continued feeling tears begin to form in her eyes. She turned her head away from Emma trying to get some control over herself before continuing. "Do you love me too, Emma? Be honest with me, do you love me, too?" Her voice sounded strained and she had to force herself to look over at Emma's. So much, so much depended on the question she had just asked but already knew the answer to.

"You know that I do," Emma replied staring up at the ceiling. "I certainly never planned on it, but here we both are," she continued still unable to meet Jean's eyes. "I do love you, Jean. I want to be with you. And I know you know how difficult it is for me to say this," she went on still staring straight up. "But I'm doing it because it's you … because you asked."

Jean blinked. She did know that it was difficult for Emma to say it out loud. The blonde didn't talk about her emotions. It was one of the first things she had noticed about the former White Queen because it reminded her of Scott. But even though it didn't come to her naturally Emma was trying. Emma, who hated revealing any vulnerability and would vehemently deny having a heart to anyone who accused her of it, was talking about her feelings, was making herself vulnerable; was trying, for her. She was doing it because Jean had asked her to and she loved her. Scott had never put himself out for her, he had never caused himself discomfort by trying to give her what she needed emotionally, and when a true test came, when they needed to share with each other and open up to each other more than ever in their entire lives together, he shut her out and left. She had asked him, she had begged him and he had turned a deaf ear.

But Emma, Emma replied and the knowledge made her heart contract and her eyes sting.

Jean leaned down brining her lips against Emma's kissing her intensely, desperately, the kiss messy and imprecise as she tried to take as much of the blonde as possible into her.

"You have me," Jean whispered shakily in between kisses her body shivering slightly as she realized the truth of the words. "You have me," she repeated softly somewhat awed. It shouldn't have happened, she never meant for it to happen, but it had and she couldn't fight it anymore. She didn't want to. She was happy, Emma made her feel happy, and full and she wasn't going to give that up despite the less than ideal timing.

Emma's hand shook minutely as she grasped Jean's face between her hands halting her kisses momentarily. "If you say that, you're stuck with me," Emma said softly but seriously, her eyes burning into Jean's. Her breath was shallow and rapid and she recognized it as a fear response. "I'm very stubborn. Exceedingly …" she continued realizing that she was terrified even as she continued to speak.

"Abrasively stubborn," Jean interjected smiling as she flashed back to their conversation weeks ago in the antique shop. She turned her head to the side briefly catching sight of the painting Emma had bought for her during that conversation. It seemed so long ago. "I know," Jean continued turning back to Emma smiling softly. Now that her own emotions had calmed somewhat she could feel the anxiety emanating from Emma, and reached out tenderly, stroking her cheek. "I know. And I think I'll keep you."

Emma stared at her for a moment her eyes fluttering shut as she took a deep breath while Jean continued her tender caress, and then her bright blue eyes opened and she leaned up capturing Jean's lips forcefully with her own. "I'm going to have my way with you," Emma husked suddenly needing more contact right that moment.

Jean lay back. She had absolutely no problem with that course of action.

TBC...


	16. Chapter 16

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 16

Jean contemplated the flowers that surrounded her, looking at them with a critical eye. There weren't any that were white, which put her straight back to the drawing board trying to figure out what other kind of flower Emma might like. She smiled to herself as she walked through Ororo's garden, shaking her head. She couldn't quite believe that she was looking for flowers for Emma Frost.

"You seem to be in a much better humor."

Jean turned at the sound of a familiar voice, smiling as she met Ororo's blue eyes. She was actually glad Ororo had dropped by since if she was actually able to decide on any flowers she'd need the woman's permission to take them.

"I am," Jean responded stopping to allow the dark skinned woman to catch up to her.

"You've come to a decision then?" Ororo asked as Jean began to walk once more. It was rare to actually find the redhead walking the garden and she wondered if it had anything to do with the reason why her friend was smiling for the first time in days.

"I have," Jean replied. "It wasn't easy," she went on, stopping her browsing for a moment to turn to face Ororo. "It's not really easy now. But there is a certain amount of relief in having made a decision at least."

"You've chosen Emma," Ororo said, not quite able to keep the surprise out of her voice. She realized that Jean's feelings for the woman were deeper than most of them imagined, and with Scott's absence and the strong attraction to the blonde that Jean had admitted to she suspected that Jean would have given into her attraction for the blonde at some point. But she didn't really think that Jean would have seriously considered leaving Scott for her. After all, with what he had done a dalliance with someone in his absence could be forgiven, but to choose to be with Emma permanently. No, she hadn't expected that.

"Yes," Jean said hearing the surprise in Ororo's voice. "A surprise I know," she continued shaking her head. "To me as well," she admitted.

"Are you sure she's … what you want?" Ororo asked looking down at the flowers beside the path they were walking.

Jean laughed a little and Ororo looked up to see the redhead looking at her keenly.

"You want to know if we've slept together don't you?" Jean asked knowingly, catching a little more of an emphasis on the word 'she' than the others in Ororo's question. She supposed it was a valid question, she had been with Scott for so long that she was sure she had taken on a somewhat asexual personae to those that knew her best, and she had never had any public relationships with women when she was younger, though that was hardly surprising. There had been girls back then, but she never would've told anyone about it, and as she had gotten older her bisexuality had become somewhat of a moot point.

"It would be a good idea to be sure before making such a decision," Ororo admitted without having to actually admit that that had been what she was asking.

"We have," Jean said looking over at Ororo, a large smile spreading across her face before she looked away realizing what such a happy expression related. "It was fine."

Ororo laughed at that. "Fine?" She questioned. Jean's expression indicated that it had been more than fine.

"It was special," Jean said in a more serious tone, her eyes traveling about the garden. "It wasn't really like anything I've felt before, and not because she's a she," she added knowing that Ororo would probably ask. "She was so open about everything. What she felt, what she wanted, and demanded that I be open too. And, she let me in her head Ro, I could feel what she felt, with our shields down there was such a merging between our consciousness's … I've never felt that close to anyone," she went on finally looking over at Ororo and seeing her questioning look. She shook her head. "Not even Scott. He never trusted me … or maybe he never trusted himself enough to let me in like that."

Ororo nodded surprised by that. She knew that there had been issues between them with Scott not wanting Jean in his head after the possession, but she hadn't realized his issues with that had been long standing. Obviously the possession by Apocalypse had exacerbated his concerns, but apparently there had been some long before that.

"And she feels the same way about you, as you do about her?" Ororo asked deciding to leave the sex issue alone.

Jean nodded. "We talked," she said out loud. "And, like I said we were inside of each other. It was more like a confirmation of feeling than anything else."

"And you're happy with her?" Ororo asked, still trying to wrap her mind around the idea that anybody could actually enjoy being around Emma Frost. Certainly she recognized the woman's aesthetic qualities, she was quite lovely to look at, but she knew that for Jean to be changing her whole life around it had to be more than that, and it boggled her mind. She shook her head, she was going to have to try to hold an actual conversation with the blonde sometime.

"I am," Jean responded hearing Ororo's somewhat bewildered tone and understanding it. Ororo had been right weeks ago when she'd said that Emma was different around her. She knew that she saw a side of the blonde that few, if any, had seen before. She still maintained that if they were a bit less hostile to Emma they could begin to see some of that too, though obviously it would never be to the extent that she saw. "Much happier than I've been in a long time," Jean continued sounding surprised herself. She hadn't really realized that she'd been longing for something she hadn't had until she had found it.

"Then you have my congratulations," Ororo told her placing her hand on her shoulder. "And support. I'll admit that I'm quite surprised by the turn things have taken," Ororo continued. "But I know you and that this isn't a decision that was come to lightly, or without much soul searching. If you truly weren't happy before, then this is the only decision there can be."

Jean placed her hand over top of Ororo's and squeezed feeling her eyes sting a little with tears.

"Thank you," she said her voice soft with emotion. "This is not going to be easy, I know that," she said sighing. "The others, and … and when Scott gets back," she went on looking up at the sky. "You're my best friend," Jean continued looking back over at Ororo, meeting her eyes. "I don't know what I would've done if … I think, I'm going to need that support in coming days, my friend," Jean finished with a shake of her head.

"Then you shall have it," Ororo said before turning to look out at the garden again. "Were you looking for anything in particular out here?"

Jean breathed in deeply and exhaled glad for the chance in topic.

"Something white," Jean replied smiling a little and then grinning when Ororo feigned shock. "That was really my only criteria. Emma's quite predictable that way. But it seems as if I'm out of luck."

"I think I might have something for you," Ororo revealed, her voice heavy with importance.

"The private stock?" Jean asked sounding awed before grinning.

Ororo nodded before turning them in another direction. "I don't give these ones out lightly," Ororo commented as they headed towards her very private garden. "You better have great sex after this."

Jean laughed. "Well, I was planning on that anyway."

xxx

Two days later…

Jean sighed and closed her eyes as Emma began to read. They were in the blonde's room on her rather spacious bed with Emma leaning against the back board while Jean lay in between her legs resting against the blonde. It was a very cozy position for Jean, and left Emma feeling in charge, which Jean was more than happy to do since she had suckered her girlfriend into doing something she was certain Emma would rather not have been doing.

"/I've never been one to believe in coincidence. That type of thinking has never worked for me. Maybe it goes hand in hand with my Type-A-must-always-be-in-control personality/," Emma read from the book in her hand pausing as she finished the last sentence to tilt her head in Jean's direction. "Is there a reason in particular you picked this book, dear?" she asked lifting a questioning eyebrow. She hadn't really had any significant relationships in the past but she was certain that it was far too early in theirs for passive aggressive criticism.

Jean laughed as she glanced at the Harlequin novel in Emma's hand. "A Dog Named Nate" by Inglath Cooper. She hadn't actually picked the book for any particular reason. She hadn't actually picked the book at all. She had found it in the living room earlier and had brought it to Emma's room with her because she'd been planning on finding its owner the next day. She suspected it was Kitty, but she couldn't be certain. When she'd decided that she wanted Emma to read something to her, all the blonde had on hand was business reports which Jean wasn't interested in hearing about, even though the point of having Emma read to her had mostly been to listen to the blonde's voice. She'd grabbed the Cooper book when Emma had pointed that out to her, saying that it shouldn't matter if she read the book then.

"Happy coincidence," Jean replied tilting her head to the side pressing a kiss to Emma's cheek. "And I happen to like your Type-A-must always be in control personality," she purred a moment later her eyes fluttering closed as she remembered how much as had enjoyed Emma's controlling personality the night before. The times they had made love previous to that, which were rather numerous considering the amount of time they had been together, had been fairly evenly distributed between them being on top, but the night before Emma had evaded her attempts to dominate their love-making before finally holding down her hips and telling her in no uncertain terms while staring into her eyes that she was going to be the only one on top that night. She had thought of protesting, but as Emma demonstrated exactly what it was she planned on doing with her, her thoughts of protest turned into pleas for pleasure.

Emma smiled as Jean's thoughts drifted into her mind. The redhead wasn't exactly broadcasting her thoughts to her but she wasn't trying to keep what she was thinking to herself either and since the mental contact between them had been almost constant after the first night they made love Emma had no trouble reading her lovers thoughts.

Biting down on her lip lightly as Jean shifted against her, Emma's free hand began to move from where it had been resting on Jean's stomach, slipping underneath the material of the redhead's grey tank top and sliding along warm smooth skin to cup Jean's bra-clad breast. She felt Jean inhale deeply and took a moment to enjoy the warmth and weight of the redhead's breast in her hand before squeezing the soft mound of flesh.

Jean moaned softly and turned her head to kiss Emma's neck again, this time opening her mouth to lick at the soft, warm skin beneath her lips. After few moments of that Jean then trailed her fingers up her own stomach until her hand was resting over Emma's allowing her to still the blonde's hand.

"Later," Jean whispered gently, noting that her voice was lower than it had been moments ago. Despite the fact that she stopped Emma she had been anything but immune to the blonde's arousing touch, but she still wanted to hear Emma read to her. They had spent more time with each other during the previous two days than they had in the week that preceded it, and as wonderful as the time had been it had also been overwhelming and confused and terrifying and enveloping, and as much as her body craved Emma's touch she also needed some to just be with the blonde, some time to calm down and breath and just take pleasure in Emma's presence.

Emma allowed her hand to slip from under Jean's shirt. The redhead was purposefully broadcasting to her then and she understood what Jean was feeling. She turned her head to the side and kissed Jean's temple before tensing for a moment. Emma closed her eyes and breathed in deeply one time before noiselessly exhaling and projecting her feelings to Jean. She was still adjusting to sharing herself in such an intimate way with another person and sometimes had to force herself to tell or show Jean what she was feeling instead of boxing it away like she was used to. She knew she had been very physical with Jean since the first time they slept together, her hands immediately wandering all over Jean's body the moment they were alone together, her lips covering Jean's before the other woman could even greet her. But it wasn't that sex was all she was interested in when she was with Jean, despite how it may have seemed. She wanted to be close to the redhead, she had a constant and intense need to be near Jean that she actually found rather alarming, and sex was the only language she had to convey those feelings. She had used people to satisfy her desires, and she had been used by others to satisfy theirs and she had no problem with that. One time though, one time she had cared about the man that was using her, she had been seventeen and had thought she was in love with him and when she had realized that he was only interested in one thing from her it had hurt … deeply. She knew that because of her time with the Hellfire club and her everyday attire most of the X-Men were convinced she was some kind of exhibitionist nymphomaniac, and while she was an exhibitionist she didn't want Jean to think that she was only interested in …

Jean's lips moved to cover Emma's moving against the blonde lovingly for a moment before she pulled back, her fingers drifting to Emma's face so that she could brush the backs of them against the blonde's cheek.

_~I know, baby~_

Emma closed her eyes and leaned into Jean's touch her heart clutching at the redhead's whispered mental words.

"I …" Emma began turning her face away from Jean's hand into her hair breathing in deeply. "I like it when you call me 'baby'," she continued her voice barely audible a moment later keeping her nose buried in Jean's hair to hide the blush she knew covered her face. Her feelings were so messed up, she hated feeling nervous and vulnerable and schmaltzy and yet she felt good after revealing something horribly embarrassing about herself to Jean. It was insane, she was a madwoman.

Jean allowed her fingers to drift down to touch the hand Emma still loosely had the Cooper book clutched in. She could feel the waves of emotion pouring from her lover and knew that Emma wouldn't be able to take much more emotionally charged contact. It was difficult for Emma, not only showing her how she felt, but experiencing the emotions themselves. She knew that Emma would need time to orient herself to what she was feeling, the complex tangle of emotions that Emma brought out in her were almost overwhelming sometimes and she was used to emotionally entangling relationships. She would have said that she couldn't fathom how difficult it must be for her lover, but she could fathom it because Emma had already come so much farther than she ever would have expected, had shown her so much despite her natural instinct to conceal, and it awed her. She marveled at her lover's courage.

"Turn the page, baby," Jean said quietly a moment later stroking Emma's hand drawing her attention back to the book and away from her hair which Emma had seemed to be trying to burrow into or at the very least inhale.

Emma pulled her face away from Jean and looked back down at the book in her hands. She already didn't like the book, and she had no expectation that it was going to get any better, but she was glad for the distraction. She hadn't been quite sure what to do with what she had been feeling, and she knew that if Jean hadn't distracted her that she would've tried to make love to her again just to do something.

"/It's my nature to believe there's a reason for everything, that each piece of the cosmic puzzle is put in place for a specific purpose. Three months down the road and looking back, I understand things now about myself I was otherwise blind to at the beginning of this story I'm about to tell/," Emma read before pausing to look at Jean again. "Are you sure you found this?" she asked skeptically glad to be talking again. Banter, quipping and conversation she could do.

"Uh huh," Jean responded glad to feel Emma relaxing behind her once again though she too was rather surprised by the relevance the opening of the book had to their current situation. "I swear," she said placing her palm over her heart.  
"Very well," Emma sighed knowing Jean was telling the truth and it was just a very unfortunate coincidence. "You know, transcriptions can be a fairly interesting read if you go into with the proper mindset," she continued really not wanting to continue reading the book Jean had given her and actually needed to go through those transcriptions. "If you were to give it a chance you might …"

Jean tapped the book.

"/I think most of us can be accused of looking at ourselves through rose-colored glasses, and I am certainly no exception.../" Emma picked up where she had left off.

Jean closed her eyes again soaking in the cultured tones of Emma's voice, enjoying the warmth of the blonde's body behind her, and the way that Emma's free hand rubbed small circles on her stomach. She inhaled deeply breathing in the blonde's scent and sighed contentedly.

Life was good.

xxx

A few hours later …

Emma rolled over wrapping her arms around Jean's waist and kissed the back of the redhead's neck.

"Tell me you're joking," she mumbled against the warm skin under her lips.

"There's nothing wrong with Phil Collins," Jean grumbled though she tilted her head back to give Emma more access to her neck. "I'll admit I wasn't always a huge Genesis fan in the beginning. I found their early work rather difficult to define. It was rather pretentious and self-consciously arty. But I think that they really became comfortable with themselves with the Duke album, probably due to Phil Collins more pronounced influence and I'll gladly call myself a fan of their work after 1980," Jean continued smirking at her explanation. She'd picked up on some of Emma's habits it seemed.

"This is tragic," Emma declared slipping her hand under Jean's t-shirt to feel the warm skin underneath. "What other dreadful skeletons are hiding in your closet?"

"I …" Jean began pausing for dramatic effect trying not to smile. "I own both Avril Lavigne albums, I liked The O.C. in its first season, and I have an irrational fear of birds."

"Does Warren know about that last one?" Emma asked sounding terribly amused.

"It's really an aversion to things with beaks more than wings," Jean clarified hearing the amused tone in her lover's voice. "But no, and you're not going to tell him either."

Emma sighed and moved her hand further up Jean's shirt until her hand was resting over the redhead's breast. "You're lucky I'm already extremely fond of you. At an earlier stage in our relationship those might have been deal breakers," she mumbled before accepting Jean's lips as the redhead twisted in her arms.

_~Jean!~_

Jean blinked pulling back from Emma's lips. That hadn't been the blonde.

_~Jean!~_

Jean closed her eyes concentrating, it was … Ororo.

_~I hear you~_ Jean sent back surprised that Ororo would be projecting so loudly for her. Any other telepaths around her would've been deafened by the force, and feeling Emma pull back from her slightly she realized that her girlfriend had heard Ororo as well. _~Concentrate on me Ro, you're projecting all over the mansion~_ Jean sent as she extended her mind reaching out for Ororo and tightening the connection between them blocking out most of it from prying minds. If any other telepaths were around they'd probably hear something similar to faint whispers but nothing they could make out.

_~Sorry~_ Ororo sent back, her increased concentration helping Jean. _~I would've come up, but I wanted to warn you in advance~_

_~What is it?~_ Jean asked although she had a fairly good idea what might send Ororo calling for her and felt her stomach tighten and roll. _~I see~_ Jean replied a moment later trying to keep her voice calm. _~Thanks~_

Jean closed her eyes and sighed deeply before rolling away from Emma to sit up on the bed her legs dangling over the side. She felt queasy.

"Well, what was all that about?" Emma asked watching Jean's back, not liking the redhead's reaction at all. She'd tried to eavesdrop, but Jean was more powerful than her and had done an admirable job masking the conversation.

"Scott's back."

TBC...


	17. Chapter 17

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 17

The foyer of the mansion was abuzz with noise and activity as Jean and Emma descended the stairs. Students and staff a like were fanned out around the opening, peopling leaning against doorways and the banister as the inner circle of the X-Men stood huddled together. Hand sliding down the smooth, polished surface of the banister Jean knew that in the middle of her teammates huddle was Professor X, and beside him, Scott.

Ororo spotted her first, and seeing Storm distracted the rest of the team and the rest of the room soon followed her gaze, their eyes locking on Jean as she descended the last few steps. A hush fell over the foyer as Jean began to make her way towards the assembled X-Men, more than a few eyes flickering between her, and Emma and a space she couldn't yet quite see where she assumed Scott was standing.

Jean took a deep breath and continued forward, resisting the urge to smile nervously as people moved out of her way, parting for her like the red sea, clearing a path towards her husband, soon to be past tense – though he wasn't aware of that.

And finally, after what seemed like the longest walk in the history of her life Jean spotted him. She paused momentarily at the first sight of him, her eyes studying his face for a moment before running up and down his body. He looked very much like the last time she had seen him. His hair was a little longer and slightly disheveled, as usual he probably hadn't been wearing his helmet on the winding roads that led up to the mansion. His chin and cheeks were slightly dusted with stubble and ruby glasses covered his eyes.

She had spent a lot of time in the past months wondering how she would react to seeing him again. There had been tense phone calls in the first eight weeks that had left her feeling impotent and angry in the beginning, and as time went on their conversations became more and more strained. Finally, in the last month of his absence, they had tapered off all together for which she had been eternally grateful, for it was after the phone calls stopped that things had begun to seriously develop with Emma.

She had imagined herself walking up to him and slapping him across the face harshly whispering, "You bastard!" as a stunned crowd looked on in silence. She had pictured herself staring at him from a distance in stony silence before turning her back to him and walking away without uttering a word. She had even thought about him catching sight of her and running over to her apologizing profusely for being such a huge prick and begging forgiveness as he clung to her like he couldn't survive without her. Scenario's like those had haunted her thoughts and dreams for weeks on end.

She continued walking until she was standing an arms length away from him, the rest of the team surrounding them and smiled tightly.

"Scott."

In all of her imaginings she hadn't pictured a greeting like that.

"Jean," he responded staring at her. Not for the first time she wished that she could see his eyes.

Nothing was said after that for a moment as they stared at each other, and everyone watched them stare at each other. And then he took a step towards her, and she leaned forward opening her arms awkwardly accepting his hug stiffly both of them pulling away glad to free of the awkward embrace seconds later.

xxx

Emma leaned against the banister, her arms folded across her chest, the very picture of detachment, or so she hoped. She could feel people looking over at her occasionally as Jean made her way towards the assembled X-Men, studying her to see if she would show any kind of reaction to the reunion. Though she and Jean had confirmed their relationship to no one but Ororo, there had been speculation about what was going on between them far before that, and it had only intensified over the past few days as Jean had been spotted entering her room late at night and leaving too early in the morning for it to have been a social visit.

She sighed deeply and tilted her head back looking completely and utterly bored by what was happening in front of her as Jean stopped walking a meter or so away from Scott. She watched them stare at each other for a moment and then lifted her hand up in front of her face bending her fingers over so that she could look at her nails as they hugged.

She didn't see what was so great about Scott Summers. Sure, he was good enough looking, but the glasses he was forced to wear detracted from his looks, and his handsomeness was very boring and plain, like that of a stock catalogue model. Every time she looked at him she was somewhat shocked not to see a golden retriever running around him in circles while he held a barbeque tong in his hand or something equally mid-west, Americana hockey. She knew from personal experience that he was kind of a self-righteous dickwad, and despite the fact that he was the main team's leader, from what she had seen he was nowhere close to being the brightest or most capable of the X-Men. Ororo, Hank, Warren and Jean would have made equally good if not superior team leaders, so that position hardly impressed her either. There was just nothing particularly special or appealing about the man that she could see which only frustrated her more because everyone seemed to love him so very much.

Forgetting her rouse of indifference for a moment Emma glared at him and sighed deeply.

She flinched a moment later as she felt a hand come to rest on her shoulder. Turning her head to the side she prepared to pin whoever it was that had touched her with her most intimidating and threatening look, and did just that. However, it was Ororo that had sidled on up beside her and the black woman showed no particular reaction to the look that had literally made grown men wet their pants in the past. Emma sighed again and shrugged Ororo's hands off of her shoulder. There was no way she was going to stand around there watching Scott feel Jean up while Ororo fucking Munroe tried to comfort her. It just wasn't within the realm of possibility.

Stepping away from the weather witch Emma took a moment to survey the room. There were still a few people watching her. It wouldn't do to make her exit while people gawked at her. Closing her eyes briefly she projected a distraction out into the room, the house plant by the main doors suddenly becoming extremely interesting to those gathered around. Then with a brief look at Ororo, and a long look at Scott and Jean who were standing side by side talking with the professor, Emma fortified her shields and moved towards the back of the foyer and headed towards the kitchen which held a back door and sweet, sweet freedom.

xxx

Jean eyed Scott apprehensively, almost they way one would a rabid dog that was stumbling around their immediate vicinity. They had entered their bedroom a few minutes before and after he had deposited his bag near the closet he had turned to look around the room before turning his coloured gaze on her, studying her.

"Snoopy's gone."

Jean blinked, and then turned her head around to look as if she hadn't been the one to take the picture down before looking back over at him.

"Yeah," was all she was able to come with for a response however.

Scott nodded though she knew that he couldn't possibly have been pleased with such a non-response. She watched as he rubbed at his chin for a moment before beginning to walk towards her. He stopped so close to her that she could smell his cologne and feel the warmth emanating from his body. He placed his hand on her hip and then leaned forward.

Jean turned her head to the side and Scott's lips caught her cheek.

He tried to kiss her again and she tensed in his arms, keeping her face resolutely turned away from him.

He stepped back and stared at her. Jean knew that he hadn't expected that reaction and truthfully she hadn't expected it either. She had actually been somewhat curious as to how she would respond to being near him again, to being touched by him. Different scenarios had played through her mind like they had for their reunion scene, but sheer, blinding panic hadn't been something she had foreseen.

"Jean," Scott said softly sounding confused and concerned. "I know that you're upset with me. And that you have reason to be," he continued the last sentence coming out rushed and patronizing as she looked over at him disbelievingly. "I know that I've been gone a long time, and that communication has been scarce … lately," he went on she folded her arms across her chest but listened to him patiently. "I know that you don't really understand, but I really did need this time to sort things out in my head. After … after what happened with Apocalypse I was no good, to you, to the team, to myself. I was lost, I really was, and I felt that I owed it to the team, to myself but especially to you to find myself before it was too late."

Jean forced herself not to react to the last part of his statement. Her facial muscles twitched in protest, but she was sure if she relaxed them she would have actually sneered at him, so she maintained her control. She needed to stay calm.

"Scott," Jean began once she felt able to speak reasonably to him. "I'm glad that you feel better, that you've … sorted out your feelings," she continued. "Really I am, but you can't expect things to be exactly how you left them. Like you said, you were gone for a long time. Things have changed in your absence. I've changed. In…"

"What are you saying?" Scott asked interrupting her just as she was beginning to become comfortable speaking. He did that quite often. Being interrupted was pretty much a staple of speaking with Scott.

Jean took a few steps back placing some more distance between them before running an agitated hand through her hair.

"I," she began before pausing rubbing her neck. Tense, she was very tense. "You have to know that this is not something that I was looking for or seeking out. It's not something that I ever wanted to happen, but it did and …" Jean paused and took a deep breath. She had to just say it. "There's no easy way to say this, so I'm just going to say it. Scott, I … I've developed feelings for someone else, strong feelings. Love," she said drawing herself up to her full height. "I've fallen in love. With someone else," she finished. She realized the last part was probably somewhat unnecessary, but she was nervous.

Scott stood perfectly still for a moment and then lowered his head, his right hand curving into a fist as he did.

"Logan," he growled still looking down. He seemed to be shaking slightly.

"Not Logan," Jean said quickly not wanting Scott to go barreling out of the room in search of Logan who had only returned to the mansion himself a few days before.

Scott's hand unclenched and he lifted his head to look at her. Jean was somewhat glad that she couldn't see his eyes.

"Who?" The question came out tight and controlled.

Jean looked at him trying to decide whether it was the right time to finish the conversation or not. Scott was controlling his emotions, an ability he had spent many, many years perfecting, but she could tell that he was very close to losing that control. She knew that what she had said had come as a great blow to him, and she didn't want to make things any more difficult at the moment. It wasn't that she was afraid that he would hurt her if he got any more upset, she just wasn't sure that she would be heard if he got any angrier.

She decided against putting it off however. If she didn't tell him that night it meant that she risked him hearing something from someone else, accidentally or intentionally and that would make the situation worse. She didn't want to hear about it from someone else.

"Emma."

Scott stood still staring at her for a long moment.

"Emma Frost?" He asked almost as if he were asking for a clarification of price at a drive-through window.

"Emma Frost," Jean confirmed.

"You're in love with Emma Frost?" Scott asked. He sounded completely and utterly bewildered.

"I am," Jean responded simply not wanting to risk confusing the matter with a lot of words.

"Emma Grace Frost?"

Jean sighed. "We can talk about this more in the morning when you've had some time to absorb it."

"…in the morning?" Scott asked seeming to come out of his stupor a bit. "Where are you going?" Some of the anger he was feeling was finally beginning to appear in his voice as he remembered seeing Jean and Emma descend the stairs together earlier. "Are you going to spend the night with her?" His voice was flinty, accusatory and as cold as she had ever heard it. She couldn't be mad at him. Despite the fact that he had left, she was now the bad guy in the equation. He had come back and she was leaving. She was leaving him and he had a right to be upset.

"No," Jean sighed. "I'm not going to see Emma," even though she really wanted to. She wouldn't do that to him until they had a chance to talk more. The last thing either of them needed was the dining room abuzz in the morning because she had been seen going into Emma's room the night her husband had returned. "The parents of a few new students are staying over tonight so the guest rooms are filled up. I'm going to stay with Ororo tonight."

Scott's fist clenched again and he stared at her for a long moment.

"Are you sleeping with her too?" he finally asked resentfully.

Jean couldn't blame him for his anger or the response but it did confirm to her that they would not be able to talk about the situation they found themselves in reasonably any more. It was tell for her to leave.

"I'm not going to respond to that," Jean said softly watching as Scott turned away from her. "I'll come by tomorrow morning. We'll talk. If you need me, I'll be with Ororo."

He kept his face turned from her.

She breathed in deeply and moved towards him stepping around his stiff form. He didn't move a muscle as she moved past him. She continued to the door. When she pulled it shut she could see that Scott was still standing frozen in the same position.

TBC...


	18. Chapter 18

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 18  
The next morning…

Jean stared at her reflection in the mirror. She looked like ten miles of bad road. She'd barely slept the night before, she tossed and turned plagued by nightmares she couldn't quite remember when she shocked herself (and Ororo) awake. She gotten out of her friend's bed then and spent the night staring at one of Ororo's books, not really reading but not really thinking either. Just sitting there staring blankly.

She jerked slightly her head swinging to the side when she identified the noise.

Someone was knocking at the door.

"I didn't think you'd really be in here," Scott said as Jean opened the door to Ororo's room brushing past her before she could get a word out. He knew that Ororo wasn't inside, he'd seen her head down on her way to breakfast a few minutes before and when Jean wasn't with her had seized upon the opportunity to catch his wife in a lie. Despite what she had said he was certain that she had gone to spend the night with her blonde whore.

"I told you I would be," Jean replied finally closing the door and leaning against it as Scott stalked about Ororo's bedroom for a moment before finally turning to face her.

"Your word doesn't really mean a hell of a lot to me at the moment," Scott responded unkindly staring at Jean for a moment before averting his eyes. She'd sworn to love him and obey him, in sickness and in health until death did them part, but she hadn't kept her word then. He was still very much alive, and if you loved someone you didn't go around fucking other people while they were in crisis.

"I never lied to you," Jean replied her voice holding a hard edge, sounding much more like Emma than herself at that moment.

"No," Scott admitted. He supposed Jean hadn't lied to him outright. "You just whored around behind by back," which is much better, much more honorable he thought to himself self-righteously.

"You were out in the wilds of America with no way to reach you," Jean began her voice rising slightly. "That's a hell of a lot of back!" she went on losing the battle with her own temper. "I told you what happened as soon as you decided I was important enough to acknowledge!"

"So this is my fault?" Scott asked incredulously. He couldn't believe she was trying to turn not being able to keep her legs shut around on him. He'd been away from her as long as she'd been away from him and he had never entertained the idea of leaving her for some pretty piece of ass.

"Honestly? Yes," Jean exclaimed. "In part," she added realizing that she was beginning to sound unreasonable. "You left, you left for a long time Scott," she continued forcefully calming her voice. "You didn't just leave the door open you blew it off of its hinges, tossed in onto the front yard and then drove a bulldozer through the doorway."

Scott glared at her. He needed time, he needed space, neither of which was the same as agreeing to give up his wife and marriage. "So I should have expected you to spread for the closest warm body the minute I left the mansion?" He asked coldly.

Jean breathed in deeply, her eyes narrowing. She squeezed her eyes tightly shut and took some more deep calming breathes. She could feel herself beginning to lose control of her temper, really lose control of her temper and she knew she couldn't afford to do that. If she let the Phoenix force out she could take out the whole mansion in a moment of fury. She needed to calm down before responding to him.

"Are you trying to punish me?" Scott asked when Jean didn't respond. "Is that what this is all about?" he continued completely oblivious to the struggle going on within Jean and the danger his taunting created. "I leave and you can't get a hold of me, so you bed Emma Frost to make my life hell when I get back?"

"My god," Jean exclaimed in exasperation, finally feeling the fire within calm, the ridiculousness of his claim giving her a bit of needed distance. "Not everything in the fucking universe revolves around you Scott! I'm not prostituting myself to her as part of some elaborate and retarded plan to make you feel bad. Jesus," she sighed shaking her head.

"Are you going to divorce me?"

Jean looked over at him. At the moment she really couldn't see why she had even struggled to make the decision. "Since I'm such a vindictive whore, I'm surprised you're not jumping at the chance to get rid of me," came her soft, disillusioned reply.

"I didn't mean that," Scott replied sighing a moment later. He really hadn't. He knew Jean, he knew that she wasn't like that. He just couldn't … it made him so mad to think about someone else touching his Jean, his _wife_, to think of Jean touching someone else; especially someone like Emma Frost. It hurt. "I was lashing out."

"I know," Jean acknowledged lifting her hand to massage her temples. "I understand."

"Are you going to leave me?" Scott asked again seeing Jean's weariness and tension.

Jean looked over at him. There it was. She looked away needing a moment to compose herself. She had been with him for so long, and she had loved him. It wasn't as if her feelings for him, their feelings for each other had been a lie. They had been in love once, her heart had once beaten faster at the sight of him, and his touch had once made her shiver.

"Do you still love me?" Scott asked, real anxiety in his voice as he looked over at his silent wife.

Jean looked up at him at the sound of his voice, automatically taking a step forward responding to the pained tone, but she stopped herself before she could move any farther. That wouldn't help anything.

"Yes," she said watching him from a few meters away, but she continued quickly before he could interrupt again. "But … I'm not sure it's in the same way I once did," she went on. "We haven't really talked to each other for a long time Scott, and when you were in pain you didn't share that with me. You ran away. And I'm not saying that it's all your fault, I know that I'm culpable for my own actions," she continued, her mind involuntarily flashing back to the first night she made love with Emma. "I just have to wonder what state our marriage had fallen into that pretty much anything was better than talking to me, then being around me. I," and here she paused knowing that what she said would hurt him but knowing that it was unavoidable. "I've felt things with Emma that I haven't felt in a long time," she finished, leaving out the 'or ever before' her mind had supplied.

Scott moved stiffly over to Ororo's bed and sat down his head almost immediately falling into his hands.

"You're really in love with her?" He finally mumbled a minute later, his voice muffled as he looked down in his lap.

Jean released a shaky breath and leaned up against Ororo's dresser. "I am," she said her voice shaky as she watched his dejected figure. She looked away blinking, feeling tears in her eyes as an overwhelming wave of guilt washed over her. She never meant to hurt him, she really didn't. She didn't want this to happen, but she couldn't stop it.

Scott looked up in the silence that followed Jean's reply, looking over at his wife to see her tears in her eyes and automatically stood up. Moving on instinct he walked over to her and reached out using his thumbs to wipe away the tears that had escaped her eyes. He held her face cradled in his hands for a moment and then leaned forward pressing his lips against hers, trying to convey his love for her through the kiss.

Jean breathed in deeply at the feel of his lips surprised and not surprised by the action. She forced herself to remain still, to allow the contact since she was as curious as Scott was as to what her reaction would be. And as he deepened the kiss she got her answer: minimal.

She thought of Emma and how the blonde's kisses lit her up inside. Just a brush of Emma's lips against hers made her heart flutter, the smell of the blonde, the press of her body against her inflaming her and causing her breath to flutter.

She moaned slightly at the thought, and then came back to herself. Though there was once a time when the press of Scott's lips made her knees weak and her breath hitch there was no flutter with Scott now, there was no flame.

She pulled away from his lips averting her eyes unable to meet his gaze.

Scott kept his eyes on Jean's averted face. She couldn't even look at him. He had been aware that she hadn't been responding to his kiss at first, but she had moaned and leaned into him for a second and he had hoped that maybe the situation wasn't as dire as he'd thought. But as she looked at her guilty expression a chill went through him. Whether it was through the link they shared, or simply because of the years they had spent together he could feel what Jean was feeling and he knew, he just knew no matter how much he wished he could deny it, that it wasn't him she had been thinking about when she had responded to the kiss.

"I can't believe this," he said sounding shocked staggering back over to the bed and sitting down. "I just …" he looked up at her helplessly. "You're really serious aren't you?"

Jean bit her bottom lip and then silently moved to sit beside him.

"I'm serious."

Scott nodded.

"There's an empty room beside the professor's," he began a second later. "I'll be there."

Jean nodded silently. She considered telling him that it wasn't necessary for him to move out of the room, but decided against it. Telling him that she could stay with Emma wasn't likely to improve his mood any. Besides, she wasn't quite sure that she was ready to move in with Emma or that Emma was ready to have her move in despite the rather significant steps forward their relationship had taken.

Scott stood up slowly, still looking slightly dazed. "I don't think I can talk to you for a little while," he said his back to her as he turned to face the door.

"I understand," Jean replied softly her eyes on Scott's tense back. She could make sure that she'd stay out of his way, it was one of the benefits of being a telepath. She'd make sure to tell Emma to try and stay out of his way as much as possible as well. If he couldn't stand to be around her, she knew that her girlfriend would be an equally unpleasant reminder of the way things had turned out.

"I love you Jean," Scott said his back still to her as he spoke. "I've never stopped loving you, no matter what I've done," he continued his shoulders slumped and his voice carefully modulated, the emotion he felt being revealed by what he didn't let show in this voice.

"I know," Jean replied her voice barely a whisper. "I'm sorry," she continued. "I'm so sorry, Scott, I …"

Scott held up his hand and she stopped speaking.

"I can't take anymore of this," he said moving towards the door. "I can't hear anymore."

And with that he disappeared through the door leaving Jean sitting alone on Ororo's bed.

TBC...


	19. Chapter 19

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 19  
Later that morning…

Jean used the key Emma had given her the day before to open the blonde's bedroom door before closing it softly behind her. The room was dark, the only light filtering in from a small crack in the heavy curtains Emma still had pulled over her windows. She could hear the shower going and automatically made her way towards the open washroom door. Leaning against the door frame she looked into the foggy room. Despite the condensation she could make out Emma's nude figure through the frosted glass of the large shower door.

She reached for the helm of her shirt and began to pull it over her head.

She had kept her word the night before and had not gone to Emma's room, but she knew that she needed to speak to her lover and had contacted Emma telepathically while Ororo was in her greenhouse tending to her flowers before turning in for the night. She had been worried at first when she couldn't reach the blonde, fearful that Emma had closed her mind down to her as she had that night in her room when she had stopped touching the blonde after seeing Scott's picture.

She hadn't even really realized how used to Emma's mental presence she had become over the past few weeks until the panic she felt at not being able to reach the blonde registered with her.

She had stretched her powers as her unease grew and was then able to feel Emma by the lake at the edge of the Institute's grounds. She called out to her and felt herself begin to worry again when Emma didn't respond right away, but her lover eventually replied. She had given Emma a brief rundown of her interaction with Scott and her plans for staying with Ororo for the night. Emma's responses were minimal and clipped but before contact was cut between she felt the blonde send her a rush of feeling and relaxed for the first time since Ororo had contacted her earlier that evening. She knew that Emma wasn't pleased, but also that the blonde wasn't really mad with her so much as with the situation. She also picked up on a sizable feeling of relief from Emma when she had mentioned spending the night with Ororo. They'd had a lot more to talk about, but she was tired and could feel Emma's resistance to talking so she had reluctantly let the blonde go after giving her the necessary details.

Emma turned her head to the side as she heard the shower door open and spotted Jean's lithe, nude figure in the doorway. She had been aware of the redhead's presence since she had entered her bedroom and was aware of being watched from the doorway of the washroom but she had been rather lost in thought and so was slightly startled by Jean's appearance in the shower.

"Hello Tiger," Emma breathed out a moment later turning fully to face Jean as the redhead closed the shower door behind her.

"Hey, baby," Jean replied smiling briefly before moving towards Emma holding out her hand releasing a breath she hadn't known she was holding when Emma took her hand gently in her own and tugged her towards her body.

Jean stepped into the warmth of Emma's body, wrapping her arms around the blonde's waist, hugging her tightly, so relieved at the feeling of being near Emma that she didn't particularly care that her arms kept sliding against the blonde's slick skin making it hard to keep a tight hold on her.

"I'm sorry," Jean whispered against Emma's slick collarbone barely aware that she was speaking. "I'm sorry," she repeated once again trying to draw Emma closer to her.

"For what?" Emma asked softly pulling back from Jean's embrace a little so that she could see her lover's face.

"For," Jean began searching Emma's face as she thought about what she was apologizing for and realizing that she had absolutely no idea. "I don't know," Jean finally said lowering her eyes and shaking her head, a dark chuckle releasing itself from her throat. "It's been a rough ten hours."

Emma placed her fingers under Jean's chin and tipped the redhead's face up so that she could see her again. She felt bad, she had been abrupt with Jean the previous night preoccupied with her own thoughts and fears and concerns. She could see now how rough the night and morning had been on Jean, but she hadn't thought about how hard it must have been for the redhead to face her husband and confess to cheating on him when Jean had been talking to her the night before. She'd probably just added to Jean's stress, and while her concerns about herself were relevant and always first in her mind, she knew she should have also considered Jean's.

"I know," Emma said gently staring at Jean for a moment before sighing softly and drawing her into another hug. She wanted to say more, to apologize for her hesitance the night before but she couldn't force the words past her lips.

"He's moved out of the room," Jean mumbled a few moments later pulling back from Emma needing some space to talk about Scott. Emma released her hold on the redhead giving her the space she seemed to want.

"How do you feel about that?" Emma asked carefully keeping her voice neutral. She knew that the fact that Jean was there with her should have been answer enough, that it should have reassured her but she was still anxious as hell about the entire situation. They'd only been a couple for three days and Jean had been married to Scott for over five years. Sure she had superpowers, a scintillating wit and the best body money could buy but that kind of history was enough to make even Emma Frost feel insecure.

Jean laughed at the question the sound dark and chocked. "Sad … relieved … scared," Jean murmured making a jerky movement as if she were going to try and close the distance between Emma and herself before stopping the motion and staying where she was. "I don't know. I don't think I've really processed it all yet. I'm just glad it's over … the talk I mean. The rest of it …" she waved her hand vaguely. There was the rub, the 'rest of it'. She was sure that next few days and weeks would be just as trying as the past ten hours, but at least everything was out in the open and that was something.

"You were together for a long time," Emma responded softly slipping into therapist mode trying to view Jean's words objectively. "It's natural to feel some anxiety over the change in your relationship," she continued logically. "It's perfectly normal to feel lost and confused."

Jean looked over at Emma as she finished speaking studying her features closely. Emma's face was a blank mask and her eyes seemed unfocused and distant even though she was looking directly at her.

Jean took a step forward erasing the small gap that had existed between them and grasped Emma's face in her hands. "Don't do that."

"What?" Emma asked vaguely avoiding her gaze.

"Don't distance yourself from this," Jean responded seeing the blonde retreating into herself. She knew that this was difficult for Emma, that the blonde had to be feeling somewhat uneasy about the rapid change in their situation, but she was feeling pretty goddamn uneasy herself and she couldn't do it alone. "Don't, I couldn't bare it."

Emma sighed deeply and turned her eyes to face Jean. She could hear the truth of the redhead's words in the tone of her voice. Truthfully she hadn't even realized that she was doing it.

"It's an ingrained defense. Some sort of survival tactic I seem to have picked up over the years," Emma said softly shifting uncomfortably. "I don't really know what to say," she sighed a moment later looking away from Jean uncomfortably.

Jean smiled at that, Emma Frost at a loss for words was rare.

"Just be honest," Jean said finally. She didn't expect Emma to have all the answers, she barely had any herself; she didn't care if the blonde was confused and uncertain as long as they could be confused and uncertain together.

"I'm glad," Emma a moment later breathing in deeply, "I'm positively exultant he's moved out," she went on meeting Jean's eyes staring into them intently. "I didn't want to have to share you even for a little while," she continued pausing for a moment, her eyes skittering away from Jean's for a moment before she finished. "I've … you've," she went on frowning slightly as she stared at Jean's shoulder keeping her eyes averted from the redhead. "I ne … ne," Emma continued closing her eyes as she struggled to get her words out. She didn't think that she had ever stuttered before in her entire life. "I need you," she finally stated firmly grasping her sudden and unwanted sophomoric bout of nerves and beating them into submission. Emma Frost didn't stutter, not even if she was madly in love.

Emma's body was stiff and Jean could see the tension in her muscles and hear the strain in the blonde's voice. Jean lifted her hand to Emma's face, feeling her jaw twitch slightly at the contact and nudged Emma's head towards her so that she could see her eyes.

"You have me," Jean said softly unconsciously echoing the words she had said to Emma the first morning they woke up in each others arms. Emma stared at her for a long probing moment and then Jean felt the blonde's mental touch caressing her shields and lowered them further to admit Emma. She was glad for the contact, Emma had been fairly closed off to her since Scott had returned and not knowing what the blonde was feeling put her on edge. She knew that Emma was worried and anxious about the situation and that she was keeping her mental distance in part because she feared if she got a glimpse of Jean's thoughts that she would find that despite what Jean had told her that once she saw Scott again that her old feelings for him would come back and Jean would leave her.

She held back nothing from Emma knowing that the other woman would interpret any subterfuge on her part in the worst way possible. Her emotions when it came to Scott were still confused, shame mixing with pangs of old affection, guilt, relief, the desire to comfort him, bewilderment at the change in her feelings upon seeing him again, regret and a swirl of other emotions she couldn't even begin to identify residing within her. It made her slightly uncomfortable to show all of that to Emma and she might have worried about what the other woman's reaction to her feelings would have been if she wasn't certain about her feelings for the blonde. Even though to think about how it had come about and how it had developed so quickly sometimes bowled her over, she did love Emma and she knew that the blonde would feel that too, and that it would eclipse any feelings of turmoil she had about Scott.

A few moments later Jean felt Emma's probing stop. The blonde remained in her mind but her presence was no longer searching. Jean watched as pale eyelids closed over lavender eyes and Emma's chest fell as she released a deep breath. When Emma's eyes opened again Jean could see relief and resting her hand on the blonde's shoulder could feel her body begin to relax once more.

Jean stepped into Emma's body wrapping her arms around her lover drawing her into her body, sighing as she felt Emma's body practically folded around her. She kissed the blonde's neck tenderly as her hands stroked her back soaking in the feel of Emma's body against her own. And then when Emma pulled back from the embrace slightly Jean surged forward her lips pressing against Emma's forcefully and intently and she poured everything she felt for blonde into it trying to convey to Emma physically all of the emotions she had sought to show Emma moments before. She felt so much for Emma and her desire for the blonde began to pound against her, battering her emotional defenses like a tidal wave as she kissed her lover.

"I need you too," Jean whispered nipping at Emma's cheek as her hands began to roam Emma's body in earnest. "I need you too," she said again her hands sliding over the firm round globes of Emma's ass before squeezed them fervently, Jean's eyelids fluttering a moment later when she heard Emma gasp as her hand moved from the blonde's ass to slip between her legs.

"Jean," Emma gasped as the redhead's fingers slipped between the moistening folds of her sex. She was wet though it was mostly from the shower at that point, however Jean's sudden, aggressive touch was rapidly bringing an entirely different kind of lubrication to her sex and she found herself moaning. She grasped at the lithe body in front of her.

"I _need_ you," Jean repeated once more rubbing her fingers between Emma's legs more intently as she kissed her way down the blonde's neck. "I need," she mumbled against Emma' shoulder before biting down lightly, "to be inside," she went on as she felt Emma's hands grasping at her hips, her fingernails scraping against her rapidly heating skin. "Feel you pulling me in," she continued her fingers slipping inside of Emma as she spoke, her fevered desire only slowing down when she meet some resistance as she pushed inside of her lover. Heart pounding she pulled her lips away from Emma's skin enough to see the blonde's face, terror seized Jean momentarily as she wondered at the force of her desire for this woman that she might be so unable to control her passion for her might have entered Emma before her body was ready for it. Her need to be with Emma had hit so suddenly and intensely that she could barely think. However her worries evaporated as Emma's hips jerked against her hand and the blonde groaned before leaning forward and taking Jean's earlobe in her mouth biting down lightly.

Emma wrapped her arm around Jean's waist tugging her backwards until the blonde's back connected with the shower wall. She had been in an awkward position, practically on her tip-toes with her legs spread apart to give Jean access to sex after the redhead had entered her so suddenly. Her movements to accommodate Jean's thrusting had been automatic her arousal spiking sharply at the uncharacteristically impulsive move and she hadn't thought about her ability to maintain the position. However as Jean's movements intensified she knew she wouldn't be able to maintain the position for much longer. In fact, as Jean's thumb brushed roughly against her clit she was surprised she was able to remain standing upright. She felt her legs fall farther apart and was sure she was about to go tumbling to the ground as her hips thrust forward to meet Jean's fingers with no concern for her personal safety, but she remained upright.

Emma's body shook. It felt like Jean was caressing her entire body. She stretched her mind out inside of Jean's sighing as she realized that Jean _was_ touching her everywhere. The weight on her hips that was keeping her upright was telekinetic. The movements on her breasts as one of Jean's hand moved between her legs and the other fondled her buttocks were telekinetic, and the other million tiny little electric touches that made her feel as if she was about to explode where all Jean as the redhead used her hands and mind to touch her everywhere.

"...do ... I do … need you …"

Emma clutched at Jean, her mouth opening silently as her eyes closed and her head tipped back, her hips thrusting forward one last time against Jean's hand as her orgasm ripped through her, the redhead's words echoing so constantly through her mind that she wasn't sure who was repeating them, herself or Jean.

Emma sagged against the cool tile of the shower wall, Jean's mental touch still strong at her waist holding her up as her entire body went limp. She was feeling nothing but bliss at that moment, any previous thoughts that had been weighing on her mind nothing but a distant memory, and she could feel Jean's relaxed state as well through their lowered shields.

Emma smiled contentedly. "I need," she began still smiling softly as she lifted a tired and shaky hand up to touch Jean's cheek, "to shower with you more often."

TBC...


	20. Chapter 20

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 20  
A week later…

Emma yawned and moaned slightly rotating her neck before gathering her hair in her hand and pulling it back into a ponytail. It had been a habit of hers to work out in the morning – jogging or swimming while it was still dark and most of the mansion occupants were still asleep – but she had gotten lazy about maintaining her routine for the past week, finding it more difficult than she had anticipated too drag herself from bed while Jean was in it beside her. She found herself feeling rather restless that morning however and refused wake Jean up just to keep her entertained. She also couldn't stay in bed trying not to move for the next hour or so before Jean woke up so she decided it was the perfect opportunity to get back into her routine.

Walking through the pool doors Emma was surprised to hear splashing. She'd never encountered someone at the pool at that hour before. Pausing just on deck Emma stretched out her mind frowning a moment later when she realized who occupied the room with her. She sighed as she realized she was going to have to abandon her swim. A promise was a promise after all, or at least it was when she made it Jean.

However, as Emma prepared to turn around and head back into the change room, the figure in the pool approached the edge and began to hoist himself out of the water, his face turning in Emma's direction as he did.

Emma stared directly into the ruby red goggles and remained where she was. Jean had made her promise not to upset Scott and she intended to keep her promise, but she wasn't going to turn around and run away after she had been spotted. Her pride wouldn't allow it.

"Scott," Emma greeted her tone bored as she watched him grab a towel. She could as well have been ordering two sugars for her coffee.

"Emma," Scott returned his voice cold and controlled. The sight of her set him on edge. Every time he saw her smirking, arrogant face all he could think about was her hands all over Jean's body, kissing her, touching her, and laughing at him in her head.

"How's the water?" Emma asked in a friendly voice her eyes running over Scott's body as she spoke and he toweled off. The goggles made him look rather ridiculous but he did have a nice body. Jean at least could pick them pretty.

Scott stared at her for a moment and then pointedly turned to look at the control unit at the side of the room that automatically regulated the pools temperature. "Fine," he muttered glaring at her irritated beyond belief. "How's my wife?"

Emma smirked. She had been trying to be nice but if a verbal battle was what he wanted a verbal battle he would have. "Fine," she responded looking down at her nails and buffing them with her thumb absently. "She's sleeping. Poor dear's exhausted," she continued a moment later, a suggestive smile touching her lips as she met Scott's gaze. She couldn't see his eyes, but she could feel the hatred pouring off of him.

"I don't know what she sees in you," Scott finally breathed out scathingly forcing himself to take a deep calming breath. The blonde was vile, she was a cold hearted reptilian predator and at that moment he hated her with every fiber of his being.

"Funny, I've been thinking the same about you," Emma responded the smile gone from her face. Her eyes were hard and her tone clipped and icy. "Although apparently the answer is 'not much'," she continued watching as his jaw clenched at the dig.

"If you've done anything to her," Scott began threateningly taking a step towards Emma. There was just no way that Jean could actually be in love with her. Emma had proven time and time again that she was completely unscrupulous and cared only about herself. Sure she was good looking, she was very good looking but Jean wouldn't have been taken in by good looks and charm alone. It wasn't outside of the realm of possibility that the blonde decided to take advantage of Jean's generosity and …

"Really darling," Emma replied interrupting Scott's mental tirade, her voice a hard purr completely unaffected by Scott's tone and movement forward. He was too much of a gentleman to actually attack her and even if he wasn't there was little he could do to her in her diamond form. His posturing was pathetic and all it did was prove to her that he was even more impotent than she already thought.

"That was crass and hurtful," she continued. "Besides I couldn't possibly do anything to Jean and we both know it. She's far more powerful than I am," she went not surprised in the least that Scott would suggest she had manipulated Jean into being with her, but hating him for voicing it. Even at her most unscrupulous she had never violated anyone in that way. Male egos were so fragile but her understanding had its limits and he had just blasted through hers with his insinuation.

Scott stared at her hard for a moment knowing that what the blonde said was true. There was no way that Emma could have tampered with Jean's mind enough to manipulate her into thinking she was in love with her without Jean sensing it.

"You don't deserve her," Scott said finally trying not to sound as petulant as he was feeling.

"Probably not," Emma admitted surprising him. "But neither do you. I know you'd like to think that I'm a creature of pure evil and that one day Jean will come to her senses and run back to you begging for forgiveness, but that's not going to happen," she continued holding Scott's ruby gaze. "I love her, and perhaps despite all reason, she loves me."

"She loved me too," Scott retorted viciously as Emma paused for a moment.

"Yes," Emma admitted shifting her weight uncomfortably. She knew that Jean had loved Scott very much once and that despite the fact that she had left him that in a way she still loved him and always would. It bothered her, but when she could roll over and hug Jean's body against her own it bothered her less.

"But unlike you I don't plan on leaving. I'm sure you don't want to hear this but I don't particularly give a flying fuck. You took her for granted Summers. You became complacent. You got used to pulling your 'woe is me' bloody emotional angst operatics and have Jean forgive you. You thought you could go on doing whatever it was that you felt like without any consideration for her feelings or desires and still have her waiting for you with your slippers and a newspaper in hand whenever you came home. That was a mistake. A big mistake," Emma told him her voice firm but not as unkind one would have expected. "One I don't plan on making. Really I should be thanking you Scott. I've learned so much about what not to do watching and hearing about how you blundered through your marriage."

"You have no right to …" Scott growled furiously.

"I'm talking!" Emma interrupted loudly enough to be heard over his indignant hiss, her tone hard and firm. "Wait your turn," she continued in a chastising tone, barely resisting the urge to smirk as he gaped at her opened mouth for a moment after her interruption. "I'm going to do everything that you didn't, Scott. I'm going to tell her and show her that I love her. I'm going to _listen_. I'm going to let her in," she went on tapping her head for emphasis, making Scott grind his teeth as she reminded him of one of the major problems between him and Jean. "And when things get rough, I'm going to fight for her. I know how special she is and I'm not going to give her up," she finished not breaking their eye contact not even blinking as she stared intently into ruby covered eyes.

Scott broke the gaze Emma initiated turning to glance around the room. He was taken aback by her little speech. He hadn't actually believed that Emma had genuine feelings for Jean. From what he had known of the blonde he was certain that she was just satisfying some whim of hers and that Jean was just too trusting and sweet to realize that Emma was using her. But he believed her, squeezing his eyes shut behind his goggles and clenching his fist, his heart ached because he believed what Emma had just said.

"You make stealing someone's wife sound almost noble," he said finally his voice soft but scornful.

"I didn't steal anything," Emma responded sighing wearily, tiring of this conversation. It was an exercise in futility. She and Scott would likely at the best of times be civil towards each other, if that. She was wasting her breath talking to him. "Jean's a person not an iPod. You can lose a person but no one can steal one. The only thing I did was be there for her," Emma continued needing to see the conversation through to its bitter end though she didn't really think it would make a difference, "the one thing you seemed unable to do, which is really too bad for you because it was what she needed the most."

Scott stared at Emma for a moment, unwanted memories of Jean reaching out to him, trying to talk to him, begging him to let her be there for him and to help him filling his mind. He was difficult he would admit that, he should have handled the situation better, he should have tried to deal with his feelings instead of boxing them inside until they overwhelmed him and he needed t get away. He should have let Jean help him, but he didn't and he regretted it. He regretted it so much. But was that really a big enough transgression for Jean to leave him? It seemed it was and that thought was more than he could deal with at the moment.

Emma stepped to the side as Scott stalked towards her and then past her heading for the change room without another word or a glance at her.

Taking a deep breath Emma sighed wearily and made her way towards the edge of the pool sitting down and letting her legs dangle in the water. She didn't feel much like swimming anymore.

TBC...


	21. Chapter 21

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 21  
A week later …

Jean took a deep breath and then exhaled, her breath ruffling her hair for a moment as she bounced on the heels of her feet outside of the dining room. She and Emma had been avoiding the meal rushes since Scott's return preferring to dine out, sneak into the kitchen after the dinner rush or take their meals in Emma's room. She knew that the blonde wasn't exactly thrilled with her request to keep a low profile, but she wanted to give things a little while to settle down before officially appearing in public together. That being said, she knew that the faculty was aware of what was going on between them and that staying away any longer would begin to look suspect or worse would begin to look like an admission of guilt or shame. Emma had been away most of the day on Frost Industries business so Jean figured that this would be the perfect opportunity to test the waters and if they were too stormy then she'd simply warn Emma away when the blonde returned to the mansion.

Jean pushed through the doors her eyes immediately scanning the faculty table for a familiar mane of white hair. Spotting Ororo and seeing an empty chair beside her Jean relaxed slightly. Ororo had told her that she would have her back, but having her at her side would work just as well.

"Evening," Jean greeted forcing a smile on her face as she slipped into the chair next to Ororo sweeping her gaze around the table her eyes holding on Scott's sullen figure for a moment before she reached for the water pitcher. "What's on the menu?"

"Meatloaf," Bobby responded after Jean's question met dead air as everyone was too busy surreptitiously staring at her. "It's not exactly Cornish dame hen or some fancy crap like that, but at least it's not broccoli and tofu."

"Broccoli and tofu?" Jean questioned as Hank passed over a bowl of rice to her. Bobby nodded and shuddered. "I take it you were responsible for that?" Jean continued looking over at Ororo who frowned at Bobby slightly.

"It …" Ororo started to say.

"Don't tell me tastes like chicken!" Bobby exclaimed. "It doesn't taste like chicken. It doesn't taste like anything. It's like chewing paper … only spongy, which is worse. And even if it did taste like chicken, I'd rather just have chicken," Iceman went on gazing around the table his expression saying 'am I right, or am I right?'

"It was Szechwan tofu broccoli with fried rice, and it was quite a popular selection with our female students," Ororo responded looking at Bobby steadily. "Every night can't be Sloppy Joes or franks and beans."

"Yeah, but can't new at least taste good?" Bobby complained. "Tofu is like eating water. Well, water that is disturbingly chewable."

Jean relaxed a little more and began to eat as Bobby and Ororo continued to playfully argue with other, the other members of the table quickly being drawn into the discussion. It was awkward – as she had expected – when she first sat down but things were improving, even though she could still feel eyes on her and sense the others tension about being around her and Scott knowing that he had moved out of their room and that she had practically moved into Emma's. However she realized that only time would be able to alleviate those stares.

Turning her gaze away from Kitty who was practically rolling her eyes out of her head at something Rogue had said, Jean focused on Scott again. He hadn't said a word since she had sat down, he hadn't even looked at her but she couldn't say that she was surprised about that either. She considered contacting him telepathically so that their conversation would be private but she didn't want to upset him. Dinner was going better than expected and everyone was making an effort to make it as comfortable as possible and if Scott wanted to ignore her instead of fight with her then she would leave it at that for the moment.

xxx

Jean didn't need to look up when the conversation at the table died to know that Emma had just entered the room. Turning to look behind her, Jean saw Hank rise from her side and offer his chair to Emma. Emma smiled at him and they held each other gaze for a moment before Hank opened and shut his mouth without speaking shaking his head. Jean momentarily wondered what her girlfriend had said to him telepathically however as Emma approached the table and seated herself beside her, Jean was distracted by the tense air around the table once more.

_~Has it been like this all evening?~_ Emma sent to her a moment later as Ororo passed the salad bowl over to the blonde silently.

_~Not exactly~_ Jean responded.

_~Lovely~_ Emma replied knowing exactly what that meant as she glanced up to meet the faces that were staring her.

"Thank you," Emma said looking each one of the people gawking at her in the eye. "I know I'm breathtaking. Can someone pass the wine?"

The comment seemed to do its job and break the ice a little or at least enough that people guiltily averted their gazes so that they were no longer outright staring at Emma, except for Scott whose gaze had been trained on her mercilessly the moment she had walked through the door.

"As long as the food train is moving, does anyone know where the gravy is?" Kitty asked looking around the table as Emma received the wine bottle and poured herself a glass before absently turning to top up Jean's glass as well.

"Frost probably took it," Scott responded coldly his gaze shifting from Jean's glass to Emma's face. He had promised himself that he would keep himself in check when the time came that they would all be face to face but the familiarity of Emma's actions had rattled him. Jean had kept her promise to stay away from him for a while and other than the morning at the pool had managed to keep Emma away from him as well, but he knew that the day would come when they wouldn't be able to avoid each other anymore. The knowledge that he would have to see them together day in and day out tortured him and he seriously considered leaving the school again, but he couldn't do it. He couldn't abandon the team again. Besides the mansion was his home, these people his family, and he wasn't going to let Emma Frost chase him out, let alone prove the woman right by leaving once more. That being said, not nearly enough time had passed for him to be able to even tolerate the sight of the blonde.

Jean sighed softly after Scott spoke and prepared to speak before Emma could respond afraid of what the blonde would say in response.

"Actually, I did," Emma replied pleasantly smiling at Scott almost chummily before Jean could speak. "Good eye Cyclops," she continued winking at him before holding the gravy bowl out for Kitty.

Scott's jaw clenched and he squeezed the fork in his hand until his knuckles began to turn white. Not for the first time he wished that Emma was a man so that he could just cold cock her one.

"Professor, you were talking about the arrangement of the teams," Ororo said in the brief silence that accompanied Scott and Emma's little exchange.

"Yes," Professor X responded. "Indeed I was," he continued focusing everyone's attention away from Scott and Emma for a moment. Jean knew that he had been communicating with Scott telepathically all meal long, probably trying to distract him or comfort him. She had spoken to the professor weeks before about her feelings for Emma after her chat with Ororo. He had advised her to seriously think about the consequences of her actions and not act rashly, but that ultimately the decision had to be hers. She knew that meant that he thought exploring her feelings for Emma would be a mistake, and though he hadn't said anything about it, she knew that he displeased with the decision she had made.

"With Scott back," Xavier continued. "I think it would be best if we returned to our original team assignments."

Jean looked over at him surprised. She was on Scott's team but when he had left had been moved over to Ororo's. She had thought that she would stay with Ororo since she was certain that Scott wouldn't want to have to spend more time with her than necessary. Besides that Scott was in charge of training new recruits and if they went back to the old roster that would mean Emma would be on his team as well, which would be awkward to say the least.

"Emma will stay with my team then," Ororo said in the silence that met the professor's announcement the tension around the table decreasing slightly at Professor Xavier's affirmative response. Once again Ororo had gracefully defused a potentially uncomfortable situation.

"Joy," Emma muttered in response to the announcement. "More chances to be electrocuted."

Ororo smirked at that and looked past Jean to Emma. "That was an accident."

Emma raised a questioning eyebrow. "Twice?" she asked dubiously causing a few snickers to go around the table.

Ororo shrugged. The second time really had been an accident. "At least now we know that your diamond form is resistant to electromagnetic forces," she volunteered helpfully.

"Anything for science," Emma responded flippantly holding Ororo's gaze before smirking slightly, "I'll have to make a note to update my résumé."

Conversation among others around the table resumed after that, the din of voices taking over and washing over Jean like the finest composed music.

_~You truly are a goddess~_ Jean sent to Ororo a few moments later thanking her friend for handling the situation. She was sure any attempts she would have made would have been far more awkward and much less appreciated.

_~Anytime~_ Ororo sent back warmly. She had promised to watch Jean's back.

Jean turned her attention to Emma a few seconds later as Warren leaned closer to Ororo to speak with her. Dropping her hand below the table Jean found Emma's and took it into her own. Outwardly Emma seemed completely unaffected but Jean could feel tension emanating from her lover.

_~How're you holding up? ~_

Emma reached for her wine glass. _~A meal with awkward silences and people who hate me. It's like being at a Frost family function~_

Jean squeezed Emma's hand and then stroked the skin with her thumb tenderly.

_~It'll get better~_

_~I try to avoid my family as much as possible, so …~_

_~Emma~_ Jean interjected before the blonde could finish. Emma knew that wasn't what she was talking about.

_~If you say so~_ was the blonde's response though Jean could see the tension in her back lessen and felt her hand loosen and relax.

_~It's already started. If I'm not mistaken you were just joking with Ororo~_ Jean's happiness at hearing the teasing banter flowing to Emma with her thoughts.

_~She keeps talking to me~_ Emma replied with a sigh, though Jean could sense something that closely resembled fondness in the response. _~I suppose we've developed a rapport~_

_~I'm glad~_ It pleased Jean to think that Emma might have someone besides her, Professor Xavier and Hank to talk too. Ororo was smart, funny, intelligent, and as loyal a friend as she had ever known, it would be good for Emma to have someone like that around her too.

_~Yes~_ Emma replied as she moved her fork around on her plate not really eating anything. _~It'll be good for me to make some friends. Do you think I should invite her to my pool party? There's going to be a clown and a __**pony!**__. She'll think I'm so cool. ~_

Jean smirked and shook her head resisting the urge to lean into her lover. That was one of Emma's utterly huggable moments but a public display of attention would have been in bad taste. That meant that Jean had to content herself with moving her fork over towards Emma's plate to spear a baby carrot.

Emma made a jabbing motion with her fork as if to ward Jean off but then relented and allowed Jean access to her plate her eyes drifting across the table to Scott's. He was watching them again. They stared at each other for a moment and she wondered if she needed to prepare herself for round two. However as Jean's gaze returned to her Scott's drifted away, his shoulders slumping. He looked completely depressed and as Emma reached under the table and placed her hand on Jean's thigh as the redhead asked her how her meeting went, Emma felt an uncharacteristic pang of sympathy for how much it sucked to be Scott.

TBC...


	22. Chapter 22

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 22

Three weeks later … Christmas

Jean floated the star up towards the top of the tree squinting with effort as she tried to place it on the top, the laughter around her as she struggled to center it distracting her and making the star wobble even more.

"More nog?" Emma asked sidling up beside her mildly intoxicated lover, her head tilted up so that she could see the star twittering above the tree.

"Very funny," Jean grumbled focusing her attention on the tree once more and finally managing to place the star securely on top. "And thank you," she continued smirking taking the cup out of Emma's hand and taking a pleased sip.

"Oh look who's finally decided to grace us with her presence," Ororo commented walking up behind Emma and slapping her on the back before moving closer to the tree causing Emma to glare at her. They weren't sharing a locker on the football team after all. "You know you're helping with the tree, right?"

"Sorry, I'm afraid I didn't get the memo, dear" Emma responded feigning disappointment. "I think I'll just keep getting Tiger drunk, thanks."

"It's tradition Emma," Ororo responded glaring at the blonde playfully. "The faculty decorates the tree and the student's back seat drive. It's," and here Ororo gave a small smirk as she continued to look at Emma intently, "a gushingly good time."

Emma plastered a tolerant smile on her face at Ororo's teasing use of one of her favorite words. "Why don't we just have Jubilation stand by the tree and shoot off sparklers every sixty seconds?" she asked a moment later turning to smile at Jubilee who smiled back and then flipped her the bird. "How uncouth," Emma responded still grinning, "detention."

"Oh, come on Frosty," Jubilee complained looking around at the other teachers for support. "It's a social function! Besides, I was just joining in the Christmas cheer!"

"I find that difficult to believe," Emma replied dubiously, sneering slightly.

"Sure," Jubilee replied her brain searching desperately. "It might have *looked* like I was flipping you the bird. But it was really a partridge in a pear tree."

Emma smirked at that as the others who were within hearing ranged chuckled. She was still planning on giving the girl a detention however despite her clever response but Jean's gentle presence in her mind calmed her Scrooge-like natural instincts and she simply waved Jubilee away from her dismissively before reaching over towards Jean and plucking her now half empty glass of eggnog out of her hands and downing it.

Sighing, she realized that she was going to need something stronger if she was going to make it through the night.

xxx

Emma blinked and jerked her head back slightly as a bottle of amber liquid was shoved in front of her face. Automatically sneering a bit she turned her head to the side to see Logan with a cigar in mouth standing beside her holding out a bottle of – she looked at the label – whiskey. Focusing on the smoking man beside her she arched a questioning eyebrow.

"You look like you enjoy these things as much as I do. Trust me, it helps," he rumbled as Emma glanced at the neck of the bottle and then at his hands seeing no glasses.

"I'll pass," Emma muttered looking away and turning her attention back towards the room. "Besides, I'm sure you'd much rather be swapping saliva with Jean."

"Suit yourself," Logan responded drawing the bottle back into his body. He wasn't going to respond to the second half of Emma's statement. They both knew it was true, and while most of the time he and Emma got along much better than he and Scott did at first, they were never going to be best buddies. It seemed as if Jean was forever out of his reach but that didn't stop him from loving her, and he was sure that Emma would never be anymore pleased about that than Scott was.

They stood in silence for a moment the quiet between them only broken when a bell rung out in the main part of the room and Hank announced that it was time for carols.

"Oh for the love of …" Emma muttered darkly. "I've reconsidered my position," she stated holding out her hand to Logan, ignoring his smile as she took the bottle. "I better not catch anything," she added glaring at him before taking a healthy sip.

Logan shook his head and accepted the bottle back. Charming as always, he thought as he patted down his jacket and then reached inside. Pulling out a cigar he held it out in front of Emma's face much as he had the bottle of whiskey.

"I'll take your liquor, but it's going to take a lot more than off key singing to get one of those things in my mouth," Emma replied pushing his hand away before focusing her attention on him for a moment. "Nice to see you dressed up for the occasion," she commented a moment later taking in his jeans, rumpled plaid shirt and leather jacket that was about twenty years past it's prime.

"Hey," Logan shrugging meeting Emma's gaze. "If it ain't broke…"

"Upgrade," Emma interjected smirking. "There's always room for improvement. Or, Tide," she continued eying his shirt.

"Not always," Logan responded ignoring the last part of Emma's statement. His clothes were perfectly … relatively clean. As he spoke his eyes drifted out into the main part of the room and locked on Jean as she stood beside Ororo and Hank singing. The fire place was behind them and it lit up Jean's hair making it seem as if she was glowing.

Emma followed his gaze to Jean and watched her lover's smiling form for a long moment. "I suppose there is an exception to every rule," Emma replied finally, her voice softer, her bravado gone for the moment as she continued to look at Jean. "And she's it for most of mine," she continued her voice a soft whisper tinged with surprise and pleasure.

She had spoken softly enough that most people wouldn't have been able to hear what she had said, but most people didn't have Wolverine's hearing and Logan turned to consider Emma thoughtfully after she spoke. When he had come back to the mansion and heard the whispers between the X-Men about Jean and Emma, he hadn't been thrilled to say the least. He had always believed that Jean and Scott wouldn't last forever but when their marriage crashed and burned he had always envisioned himself ending up with Jean in his arms. The fact that she had fallen for someone that wasn't him – and he could see that she was in love – didn't sit well with him. The fact that it was Emma Frost of all people made the feeling even more rancid. He'd observed them closely since coming back, fully intending to test out the durability of Emma's diamond form if she was playing Jean but as much as it bewildered him he couldn't see any subterfuge on Frost's part. And standing there beside her as she watched Jean any remaining suspicion he had faded away. As Emma focused on Jean her features and voice softened, but what was really significant to him was that her _scent_ changed and that was a response that couldn't be faked.

Logan continued to observe her for a moment and then nodded to himself before silently holding out the bottle to Emma again which the blonde accepted with a slight curving of her lips but without comment.

xxx

Jean took a deep breath and then reached out and knocked lightly on the mahogany door in front of her. She had seen Scott slip out of the party about half and hour before but had been surrounded by people and wouldn't have been able to follow him without making it obvious.

"Hey," Scott greeted guardedly staring at Jean dully as he leaned in the doorway of his room. "What's up?"

"Can I come in?" Jean asked softly, her arms linked behind her back. She had a present for him, she'd gotten it months ago before things had changed but still wanted him to have it. She also wanted to talk to him. They hadn't really talked to each other since the day of Scott's return, they'd interacted and in the last few weeks had even managed to do so civilly when training, but they hadn't *really* talked and she knew that they needed to, and, well, 'twas the season.

"Yeah," Scott said stepping back to make room for her though he didn't sound thrilled by the idea.

"This is for you," Jean said after Scott had closed the door and turned back around to face her. "I know it seems strange, but I …I wanted you to have it."

Scott reached out and accepted the present staring down at it for a moment before looking over at Jean. "I didn't get you anything."

Jean nodded and bit her lip awkwardly. "I didn't really expect you to," she admitted softly stepping to the side as he moved to place the present on his dresser.

"Do you want me to open it?" Scott asked. He had placed the present down on the dresser but he was still touching it, his back to Jean as he looked down at it.

"If you want to," Jean responded. The truth was she wasn't particularly sure how he would respond to the gift. She knew that it was something that he had wanted and that he could use, but she wasn't sure if it would upset him by reminding him of the change in their relationship. She had debated with herself for a long time about whether or not to give it to him before realizing that Scott didn't need something to remind him of how things had been. He hadn't forgotten just as she hadn't. In the end, she had decided to give it to him wanting him to know that she still cared, and was still thinking about him, even if she could no longer be married to him.

Scott was silent for a moment and then slowly and carefully began to unwrap the present. He wasn't really surprised that Jean had shown up or that she had gotten him something. She had given him the space he'd requested at first, but she had been making overtures trying to talk to him for the past couple of weeks and given that this was a time of year that she loved he knew that she would step up her efforts with him. He didn't particularly want to be having the conversation he was sure they were going to have, but he was tried of feeling it looming around them and would be relieved to get it over with.

Scott ran his fingers over the polished wood handle that lay inside of the box. Inside was a brand new St. Croix saltwater fishing rod. He closed his eyes behind his glasses feeling tears his power stopped him from being to shed form behind his eyes. She remembered. Before the mess with Apocalypse had started he had been talking to Alex about going on a saltwater fishing trip, the two of them chartering a boat and heading out to Florida for a couple of weeks in the summer to do some fishing. He had been excited by the prospect and mentioned the idea to Jean talking about how he'd need to get a saltwater rod since he only had freshwater ones and about a few other things that would be needed to make the plan a reality. As far as he could remember he'd only talked to her about it that one time, his attention being drawn elsewhere a few short days later, but she had remembered.

Scott clenched his jaw and straightened his back. He had to stay strong, at least until she left.

"Thank you," he said forcing his voice to remain calm, glad for once about the damned glasses he was forced to wear so that she couldn't see his eyes. "I'm surprised you remembered."

"You were excited about it," Jean said responded softly. Scott was very good at controlling his emotions but she could still feel some of what he was experiencing. "I remember," she continued equally softly. "I care."

Scott took a deep breath and then focused his attention on her. "I know," he breathed out a moment later acknowledging that fact for the first time since his return to the mansion. "I said a lot of things that first day that I regret," he continued staring off into a corner of the room. "I know you didn't … that you weren't trying to hurt me," he went on his jaw twitching a little. "But you did Jean. I'm dealing with the fact that _we_ are not longer _us_. I am. But it's going to take a while longer for me to really be okay with all of this, to accept this, and move on. I don't hate you Jean, but I'm still hurt, and … I'm just not there yet." He paused for a moment running his hand through his hair agitatedly. "It's different for you, you stopped loving me …"

"I still …"

"You fell out of love with me," Scott amended really not feeling able to deal with hearing Jean explain how she still loved him and would always love him but in a different way. "I haven't fallen out of love with you. I wish it was that simple, that I could just snap my fingers and be happy for you instead of feeling like my heart is being squeezed in a vice every time I see you two together, but I can't," he continued shaking his head. "Not yet," he added, hoping that one day that would change because they had been friends before they were lovers, before they were married, and he missed her, not just as his wife but as his friend as well. He wanted them to be friends again, he really did.

"Is there anything …" Jean began to ask wanting desperately to be able to do something for him, to try and make things better somehow, but knowing even as she began to speak that there wasn't really anything that she could do. It was a situation that didn't allow for an easy fix. He was trying, she could see that, and she would just have to give him time to deal with it. It was just that she hated to see him in pain, especially knowing that she was the cause of it.

"No," Scott said interrupting her. "There's nothing," he continued firmly though his voice was not unkind. "You can't undo this Jean, you can't fix it. I just need time."

Jean bit her lip and nodded. She wanted to hug him or something but knew that the gesture would not be appreciated. "Alright," she said slowly reluctantly. "I'll see you tomorrow."

"Yeah," Scott responded finally looking directly at her, forcing his voice to be more open than it had been when she had first come to the door. "And Jean," he said quickly as she was about to move through the open doorway, "Merry Christmas."

Jean paused and smiled, "Merry Christmas, Scott," she said before closing the door behind her feeling much better about things than she had thirty seconds before.

xxx

Jean was glad for the noise and commotion when she rejoined the party going on in the living room. The crowd was a bit thinner, some of the students having gone to bed because they needed to be up early in the morning to go home, but there was still a sizable and rowdy crowd gathered.

"You missed Santa handing out presents," Emma murmured into Jean's ear, moving to stand behind the redhead wrapping her arms around her waist in a loose embrace as she spoke.

"Santa?" Jean asked relaxing slightly into Emma's arms a smile playing across her lips. Emma was always so openly affectionate when she drank. "Who?"

"Let's the just say that the ones in malls probably don't smell as strongly of beef, cigars and whiskey," Emma replied shaking her head. Logan hadn't even bothered with the fluffy white beard. The kids seemed to find his half-assed attempt at dressing up hilarious however, not to mention the way he kind of grunted names and flung the presents at them.

"Aww," Jean said her eyes scanning the room for Logan, smiling as she saw him scowling and using his claws to undo a troublesome bow for one of the kids. "I wish I'd seen that."

"You can," Emma told her pleasantly and then opened her mind drawing Jean in to her memory of the present exchange, smiling as she felt Jean's amusement and delight at Logan's 'costume' and the students' reaction to it and his unique take on Santa Claus.

"Ms. Grey."

Jean blinked giving her head a little shake as her name being called drew her out of Emma's mind.

"Sorry Amara, what was that?"

"You missed your present," Amara said blushing a little holding out a package for Jean as her eyes drifted from Jean to Emma behind her. Jean had to fight the urge to blush herself as she realized how intimate their position was. The teachers and a few of the older students had known about her relationship with Emma, but the general student population hadn't. She figured that was about to change rather quickly however.

"Thanks Amara," Jean said having to elbow Emma a little to get enough room to reach out and accept the package. "Are you enjoying the party?" she asked very aware of the girl's attention and cursing Emma for not releasing her and putting some space between them. In fact not only was the blonde not helping she actually made things worse by looking over Jean's shoulder to get a better look at the present and then whispering in her ear 'mine was bigger'.

"It's great," Amara responded her eyes shifting between them as Emma spoke. "Are you having a good time? And you, Ms. Frost?"

"If I looked up heaven in the dictionary, this just might be it," Emma responded smiling feeling Jean's annoyance as the redhead responded to Amara herself speaking with her for a few more moments before the girl excused herself, practically running across the room to where a group of her friends were standing beginning to speak with them excitedly a moment later.

"Nice Emma," Jean breathed out as Amara scampered back over to her friends.

"They would have found out sooner or later," Emma responded shrugging. "You should heed the advice of the great philosopher Diana Ross on this particular matter and just say it to the world, 'I'm coming out, I want the world to know, got to let it show,'" Emma continued smirking as Jean reached back to swat her in the stomach.

"You're so very amusing," Jean responded dryly even though she was smiling as she spoke. "Come along, it's time to be social again," she continued ignoring the smirk Emma shot her at her very Frostian phrasing.

xxx

Two hours later …

"Yes, but the secret Santa program was fixed," Emma drawled as she topped up Ororo's champagne glass from the bottle she had been enjoying for the past half hour. The students had all gone to bed about forty-five minutes before which left the teachers to play.

"Really? And what's your theory on crop circles, Frost?" Warren asked smirking at Emma who was holding herself together amazingly well for someone who had consumed as much alcohol as she had.

"Hardy har har, Big Bird," Emma responded glaring at the handsome blond. "But Charles did have a hand in this making this secret Santa game slightly less … what's the word I'm looking for … ah yes, secret. Or was I the only one that got meddled with?" she asked narrowing her eyes at Professor Xavier.

"There was no conspiracy theory, only common sense at work" Charles began smiling slightly. "Besides, I'm sure Ororo was much easier to buy for than Scott."

"Yes, yes, she really did enjoy that PVC raincoat," Emma responded winking at Ororo who glared at her and made a rude hand gesture causing Emma to smirk as her eyes drifted around the room, a small smile coming to her face as she did. "However, in the spirit of the season I decided to get Summers a present anyway," she continued a moment later holding up her champagne class in a toast to the season. "I thought perhaps I'd buy him a razor since he seems to taking grooming tips from Wolvie lately," she went on smiling at Logan who simply lifted up his beer in acknowledgement of her comment. "But then I thought that a Taiwanese hooker might be just what the doctor ordered. And … oh look she's arrived," Emma continued clapping her hands together delighted as she looked towards the entrance of the room, everyone's curious and slightly horrified gaze following hers. "Oh wait, that's just Betsy," Emma announced with mock disappointment once everyone had spotted their teammate. "It's so easy to get confused. Oh well, maybe next year."

Betsy glared having heard every word of Emma's little speech. Jean shook her head. That was her girl, making friends wherever she went.

Jean sighed and reached over plucking Emma's glass out of her hands while the blonde was distracted basking in her own wit. Emma was officially cut-off, but Jean knew that her lover had already consumed enough to keep her in an equally good mood for quite some time.

A moment later she watched as Emma looked down at her hands and frowned in consternation and tried not to smile. It was going to be a long night, but it had potential to be a very amusing one as well.

TBC...


	23. Chapter 23

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 23

Three months later ... 

Jean looked up from her book as Emma marched into her room walked over to the bed and flopped face down muttering something unintelligible into her pillow. Watching her lovers dramatic display for a moment Jean then smiled fondly and walked over to the bed, their bed – she wasn't officially living with Emma but she had pretty much forgotten what her room looked like. She placed her hand on Emma's back and made gentle, soothing motions.

"What's wrong, baby?"

_~You've ruined me~_ Emma sent to her in a perturbed and slightly petulant voice though she shifted a little closer to Jean so that her face was resting beside the redhead's thigh.

"Ruined you?" Jean asked trying to keep the amusement out of her voice. This would be good, she was sure of it.

"Yes," Emma muttered turning onto her back so that she could look up into Jean's face. "They think I'm personable now," she continued frowning slightly. "It's strange and unsettling."

"What happened?" Jean asked again knowing now that it would be good. People didn't exactly take Emma lightly, and she certainly hadn't gone much easier on anyone since they had gotten together, but she had noticed a significant thaw in the way most people dealt with the blonde once their relationship became public. There were some students, mostly girls who read romance novels and thought Scott was dreamy, who thought Emma was a home-wrecker and did little to mask their thoughts, however most of the student population had responded with indifference or mild titillation to the development.

Emma sighed and began to send images to Jean of her last period class. They had been getting into the third act of "Hamlet" when after a random comment by Sherry Carlyle the conversation had turned to Valentine's Day. They'd been working well all class so Emma decided to give them a few minutes to discuss the topic and get their minds off it before using it to spring board their discussion into personal relationships in the play. However, after a moment or two she felt the attention in the room shift to her once again and saw Sherry's hand waving in the air excitedly as the girl stared at her. The child had then asked in a very animated voice if she had any plans for Valentine's Day causing a twitter of noise to ripple throughout the classroom. "That's enough of that," she had responded simply and moved to the white board to begin writing a note when another student continued. "I heard Ms. Munroe talking to Mr. McCoy and they said that Ms. Grey likes skating. All I'm saying is … the ice capades, could be fun." Emma turned around at that and blinked. Not only had they kept on talking after she had clearly said 'that's enough of that' but they had started talking about her. "They're not five Jimmy!" Another student exclaimed as Emma stood by momentarily speechless. "I heard Rogue say that she heard from Kitty that Mr. Worthington said that Ms. Grey likes musicals. You should take her to 'Hairspray'. My mom said it was really good!" The students then proceeded to plan her Valentine's with Jean for the next five minutes before she was finally able to calm them down and focus them on the play again.

Jean bit her bottom lip, chewing on it until she became afraid that she would draw blood. Releasing her lip she lifted her hand to her mouth and pressed it lightly against her lips coughing lightly. Emma glared at her and finally Jean lost it, descending into a fit a laughter that sent her sprawling out onto the bed next to Emma.

"Aww, Emma that's sweet," Jean said once she had gotten the giggles out of her system turning to face the blonde.

"They're bloody noisy bastards," Emma muttered looking up at the ceiling with a scowl.

"They're trying to show an interest," Jean replied unfazed by her lover's expression. "It's a sign of affection and respect. They want to get to know you."

"Bah humbug," Emma responded still scowling though with slightly less intensity. Truthfully, she didn't mind the more playful interaction with her students too much, it would just take some getting used to. It seemed like she had to get used to everything these days and it was a bit exhausting at times. It would have annoyed her but the changes had turned out to be rather positive so she'd give banter with the students a trial run.

"Wrong holiday," Jean replied smirking before shifting closer to Emma and placing her head on her shoulder. The phrase still amused her; it had been practically every other sentence out of Emma's mouth during December and was apparently equally adorable months later. "So, what _are_ we doing for Valentine's Day?"

"It's a surprise," Emma responded lightly expecting the question. Jean had been asking her that for the last week or so but her answer was always the same. "You can be certain that it's not the ice capades or 'Hairspray', however."

"But clothes, how will I …" Jean began knowing that she was grasping at straws but desperately wanting to know what Emma had planned for them.

"I'll take care of it," Emma responded knowing that Jean was just trying to get more information out of her. "It's one of the benefits of Sapphic relations," she continued smiling. They didn't often borrow each others clothes, but they _could_ and that was something at least.

"What are some of the other benefits?" Jean asked shifting slightly to wrap her arms around Emma's waist. As strange as it may have seemed Emma was perhaps the most huggable person Jean had ever encountered in life. She just loved feeling of Emma's body against her own. They fit together so snuggly that being wrapped around Emma had become one of her favorite pastimes.

"Sapphic relations," Emma replied smirking before shifting so that she could capture Jean's lips, in a slow, languorous kiss.

"You're funny," Jean murmured when Emma pulled back from her lips, her tone dry but her lips curved in a small, but amused, smile. "You're really not even going to give me a hint?" Jean asked a moment later her smile turning into a pout as she stared at Emma. She found that pouting was extremely effective with the blonde. Emma seemed to find it deeply arousing and would agree to a great many things to get Jean naked and pouting in the smallest amount of time possible.

Emma sucked her bottom lip into her mouth and bit down lightly as she studied Jean. The redhead was pouting and she could feel herself begin to throb. Jean knew that that delightfully innocent and precocious expression always made her want to do the naughtiest, dirtiest things to her.

Emma leaned forward intent on capturing Jean's lips but the redhead pulled away avoiding Emma's lips, instead staring at her expectantly and with a bit of defiance. Emma sighed she knew that Jean wasn't going to let her have her way with her until she gave her some information. The blonde telepath sighed, it was completely unfair. She was _not_ used to having sexuality used against her, she had always been the one that made other people practically expire from want of her, and she didn't enjoy it when Jean gave her a taste of her own medicine. It was frustrating knowing that your pleasure lay in another person's hands, but it really was very effective.

"Well if you insist on ruining your appetite before dinner, we'll be going on a little trip," Emma drawled as she moved her body over Jean's and sat up on her knees so that she was straddling the redhead's waist. "But I'm absolutely not telling you anything else," she went on running her hands up Jean's sides slowly. "No matter how wantonly you use your feminine wiles."

Jean sucked her bottom lip into her mouth chewing on it gently as she stared up into Emma's face. "I think," she said softly still staring up at Emma. "If you knew how I was planning to use my feminine wiles that you might change your mind," she continued her lips curving up sensuously as she sent Emma a barrage of images of just what she was willing to let the blonde do to her and do to Emma in return.

Emma moaned as the images Jean was sending to her assaulted her senses. She had a pair of fur-lined cuffs that she had been absolutely dying to use on Jean when she was in a submissive mood like she was at the moment, and obviously the redhead was aware just how much that particular fantasy appealed to her. Honestly, you could take the girl out of the Hellfire club, but you could never completely take the Hellfire club – and certain tastes it had cultivated – out of the girl.

"Emma," Jean whispered softly as Emma continued to stare down at her, her eyes hooded and her breathing shallow as her hands continued to play restlessly against Jean's torso. "I insist on ruining my appetite," she continued pouting knowing that Emma would enjoy it though it was an effort to keep herself from smiling wickedly.

Emma sighed and then leaned forward greedily kissing the redhead's lips as her hands moved from Jean's sides to cup her breasts, squeezing and kneading the soft, appetizing mounds as she pressed her hips into Jean's. When it came to Jean she had the hormones of a thirteen year old boy and she suspected that the redhead was probably going to be planning the whole trip by the time the sun set.

"Fine," Emma finally muttered against Jean's lips before capturing them again as her hands made their way under Jean's shirt. "But I'm using the blindfold too."

TBC...


	24. Chapter 24 End

Title: Underneath It All  
Fandom: X-Men (comic verse with slight alterations)  
Pairing: Jean Grey/Emma Frost  
Rating: PG  
Notes: Somewhat AU, basically after Genosha Scott takes off and Jean finds herself spending much more time with the Institute's newest addition, Emma Frost.  
Disclaimer: Don't own them, though I do covet them.

xxx

Part 24  
Epilogue

Two months later …

Jean smiled at the girls in front of her, her eyes momentarily drifting to the side as she felt a familiar presence, before she brushed a few strands of wind whipped hair off of her forehead and then slipped her tip of her sneaker underneath the black and white ball at her feet and flicked, easily catching the ball in her hands as it flew up into the air.

"I think we'll call it a day," Jean said dropping the ball and knocking it with her knee toward Sophie. "I _know_ you've all worked up an appetite and this should give you just enough time to get cleaned up before the dinner stampede," she continued as the soccer team began to take off their pennies grumbling slightly. She knew that they'd rather stay outside for another half hour or so, but it was the there first outdoor practice since fall and she didn't want to push it.

"Aw, she said we'd scrimmage until someone scored a point," Amara grumbled trudging over toward the ball bag to dump in the ball Sophie had tossed to her after Ms. Grey began to walk and was a safe distance away.

"Yeah, but it _has_ been about a half hour since anyone got close to scoring," Noriko added as the team began to clear the field.

"Whatever, that's totally not it. She just stopped because Ms. Frost showed up," Sofia complained. "She's around so much we should get her to be our mascot. We could change our team name to Xavier's Xirconia's."

"Zirconia is spelt with a zed dumbass," Cessily responded absently.

"Whatever, Detective Benson nobody called the spelling police. She could like at least keep score or something," Sofia retorted grumpily.

"We'd lose," Sophie told them kicking a ball over to Amara. "Ms. Frost's thoughts about Ms. Grey are often sweaty and inappropriate. She'd probably forget to keep score."

"Stepford," Sofia said slowly and deliberately. "Too. Much. Information. I know you and your sisters pretty much invented the over-share but there are certain things the rest of us never, _ever_ need to know about our teachers. Mmkay?"

"Simmer down," Noriko responded before Sophie could. The last thing they needed was for those two too get into it. "I think it's sweet."

"What, Ms. Frost's Spice Channel fantasies?" Sofia asked giving Norkio a searching look as if she suddenly expected her to announce that she loved D.E.B.S. and listened to Tatu.

"No noob, that Ms. Frost comes to watch us practice. It's like really supportive. It's sweet. They're like totally in love," Noriko said. She wished she had a boyfriend that would come and watch her practice … and bring her hot chocolate or something.

"Yeah, alright, Ms. Frost and Ms. Grey are love. I'm totally onboard with that, I just don't wanna hear the words 'sweaty and inappropriate' used in relation to them again. It's like thinking about your parents doing it. It's disturbing," Sofia responded sighing to herself as she tried desperately not to form a mental picture in her mind … of either scenario.

"And inappropriate," Amara added smirking as Sophie closed her eyes and muttered under her breath.

"But not sweaty," Cessily continued helpfully laughing as her eyes met Amara's.

Sofie glared at them for a moment and then stomped off in front of them muttering, "I'm playing field hockey next year," under her breath as her teammates chuckled behind her.

xxx

_~What's the matter with you?~_ Jean asked as she approached Emma. The blonde was staring out onto the field watching the girls with a frown on her face.

"Apparently my thoughts about you are sweaty and inappropriate," Emma muttered as Jean came to a stop in front of her accepting the sweater that Emma held out for her with a soft 'thank you'. She had been in mental contact with Sophie and the rest of the Cuckoos to remind them of their session with her after dinner and had picked up the blonde's response as she left her mind.

"What?" Jean asked the blonde's words just barely registering with her as she pulled the sweater over her head. She hadn't been running around quite as much as the girls and the slight chill in the new spring air was beginning to get to her.

"Nothing," Emma muttered under her breath making a mental note to strengthen her shields while around the Cuckoos unless she was teaching them a lesson, **and** to give them all a long talk on how sharing people's behind-thoughts was completely unacceptable.

"Someone's grumpy," Jean commented taking a step closer to Emma and slipping her hands in the opening of the blonde's jacket, her cool hands causing Emma to flinch slightly when they came in contact with her warm skin.

"I'm not grumpy, I'm … cold. Desist," Emma complained reaching for Jean's hands as the redhead laughed and pressed her hands more firmly against Emma's skin, her laughter only increasing when the flesh under her hands turned smooth and hard. Emma's diamond form was unaffected by temperature. "No moleste," the blonde muttered as Jean stroked her fingers over the shimmering surface of her skin.

"Cheater," Jean mumbled before removing her hands from under Emma's jacket, her attention turning to her team for a moment as they headed towards the gymnasium doors. "And that means 'do not disturb'," she continued a moment later turning to face Emma again.

"Of course it does. That was the genius of the response, it works on multiple levels," Emma replied releasing her diamond form as Jean stepped towards her once again, this time wrapping her arm around Emma's waist but outside of her coat.

"Or, you know … two," Jean replied smirking at Emma. The blonde had tilted her head to the side to press a kiss to her cheek but stopped when she heard Jean's response. Unfazed Jean simply closed the small distance that remained between them and pressed her lips against Emma, smiling into the kiss as the blonde immediately responded, her irritation with Jean instantly forgotten.

"It's so good when it touches the lips," Jean whispered softly as they pulled apart before leaning back in to kiss Emma again, only pulling back when her stomach growled softly. Jean looked down at her sweater clad tummy and then glanced back up at Emma. "Honey, do you think KFC is still open?"

"I'm sure a majority of the school would love to see you go streaking naked up through the quad and into the gymnasium. Myself included," Emma responded with a small smirk as she ran her eyes up and down over Jean's body. "But you should know that no amount of nude track and field is ever going to win you back the privilege of choosing the movie," she continued as they headed into the mansion.

"Not even if it involves in-ground equipment for shot put," Jean asked in a saucy tone as she sucked her bottom lip into her mouth and looked over at Emma sweetly.

Emma smirked as she pushed the doors to the mansion open. "You know I positively **throb** when you use that tone," she purred as they walked through the doors into the hallway that would take them to the dining room.

"Oh god!" Kitty exclaimed as she passed the blonde and redhead her hands flying up to her ears. "Why do you insist on saying things I can never unhear?" she continued glaring at Emma before looking over at an amused Jean who simply shrugged her shoulders. Being around Emma was having a bad effect on her. There was a time when she would have been painfully embarrassed by Kitty overhearing Emma's comment, but those times were gone.

"You do know that there was a sexual revolution, don't you dear?" Emma asked when Kitty dropped her hands from her ears. "Women have taken control of their bodies and sexual desires. There's no need to be ashamed. If you wish to reappropriate your sexuality and overcome the strictures placed upon women by heterosexual white male oppressors hundreds of years ago say the following after me. Vagina. Va-gi-na," Emma continued annunciating very carefully as Kitty glowered at her.

"Like, why don't you eat me, Frosty," Kitty responded before turning to Jean and shooting her an apologetic look for arguing with her girlfriend, smiling a little when Jean shrugged and gave her a look that said 'I know, I know' before she continued in the direction she'd been heading in before overhearing Emma.

"Ooh, she is a fast learner," Emma practically cooed with teasing glee as Kitty retreated, turning to smirk at Jean as she spoke.

"Well done," Jean muttered shaking her head as Emma continued to grin. The blonde had gotten much better in general about minding people's feelings, but there was something about Kitty that always made Emma try to push her buttons.

_~Honestly~_ Emma began placing her hand on the small of Jean's back to get her moving again before simply allowing her hand to rest on Jean's hip. _~Considering her boyfriend's nickname is Colossus you'd think she'd be interested in learning some relaxation techniques to…~_

_~Stop!~ _Jean thought repeating the word over and over again in her mind to block out Emma who had continued to chat despite her mental holler. _~I will not be able to have sex, possibly ever again, with that mental image in my mind~_

A second later Jean smirked to herself when silence met her reply. Much to her amusement though not to her surprise Emma quieted down immediately once she had shared that thought.

_~You know there are much more pleasurable ways to make me stop talking~_ Emma said finally as began to cross the front foyer.

_~Oh I know~_ Jean replied smirking a little her eyes scanning the hallway around them looking completely bored to anyone who might have been looking at her as she project an image to Emma of the blonde kneeling in front of her with her mouth occupied doing something that wasn't talking though it was most certainly oral.

As Emma responded to her mentally calling her a 'wanton hussy' Jean spotted Scott casually leaning against the banister, his feet crossed at the ankles as his head tilted up towards the stairs. However despite his casual demeanor he was wearing what Jean knew he considered one of his finer suits and she found her eyes following his gaze. Almost immediately she spotted Betsy coming down the stairs. Not surprisingly the Brit was wearing purple, though she was dressed in a form fitting cocktail dress rather than her usual attire.

Slowing her stride slightly Jean watched as Betsy reached the bottom of the stairs and stepped closer to Scott who straightened up as reached him. The purple haired woman then leaned up slightly and brushed her lips against Scott's cheek, a slight blush dusting his features before he reached for her hand.

_~Are you coming or should I send for provisions?~ _Emma asked as they slowed to a near stop, her gentle pushing on Jean's back having absolutely no effect whatsoever. _~Oh, I see~_ Emma continued a moment later following Jean's gaze to watch as Scott and Betsy headed for the front door hand in hand. _~Can I stop being nice to him now?~ _

_~You were nice to him?~ _Jean asked chuckling slightly as she finally allowed Emma to manhandle her towards the dining room once more.

_~There was the one time. It taxed me~_ Emma responded smirking over at her lover.

_~I must have blinked~_ Jean replied even though she knew that Emma had been on good behavior while dealing with Scott over the past few months. There were times when they were forced to interact with other that she could see her girlfriend just barely holding back a number of scathing comments, and she suspected that when they bumped into each other when she wasn't around to mediate that their interactions were even less civil.

_~You wound me, Tiger~_ Emma sent not sounding the least bit upset.

_~I suppose I'll have to find a way to make it up to you then~_ Jean responded sending a few additions to the earlier scenario she had sent Emma a few minutes before.

Emma smiled widely as they walked through doors to the dining room.

"I do love you," Emma breathed out as they started towards the kitchen, her words loud enough for Jean to hear but soft enough that the buzz of mealtime conversation that surround them drowned out the comment from the people that walked and sat around them.

_~I love you too, baby~_ Jean sent to the blonde her hand finding Emma's as they walked through the faculty entrance to see what was on the menu for the day.

"In that case, dinner's on me," Emma replied sweeping her hand in front of her chivalrously allowing Jean to walk in front of her.

"Careful, you're going to spoil me," the redhead responded dryly.

Emma smiled as Jean greeted the chief and struck up a brief conversation with the woman, leaning herself artfully against the wall so that she could observe Jean as she spoke. A few moments later she dutifully reached out in front of her taking a tray Jean held back for her absently as she continued to speak. Emma pushed off of the wall taking the few steps necessary to get her to the counter joining the other two women, her hand resting on Jean's hip lightly as she peered over the glass to see what was for dinner.

Emma barely resisted the urge to sigh dramatically as she saw the meal selection. Working at the institute was destroying her well cultivated palate. She was going to have to talk to Charles about the menu, because she simply couldn't stand the thought that she was actually beginning to look forward to meatloaf night. However, as Jean leaned into her body and pressed a soft kiss to her check when Mabel or Margaret or Maylee or whatever the hell the cooks name was moved to the side to prepare their dinners, Emma to admit ... life was good.

The End

Well, that's it. We've finally come to the end of this crazy ride :D I hope you all enjoyed the story as much as I enjoyed writing it!

xxx

**Footnote:**  
The following lines were taken from Joss Whedon's "Astonishing X-Men".

_"Ms. Frost's thoughts about … are often sweaty and inappropriate"_

"I positively _**throb**__ when you use that tone"_

and

"Why do you insist on saying things I can never unhear?"

I just absolutely loved them and thought they were hilarious so I included them in my story. So there is my disclaimer.


End file.
